December 28, 2022 – Times Square JV LLC and three affiliated Debtors (“Times Square JV” or the “Debtors”) filed for Chapter 11 protection* with the U.S. Bankruptcy Court in the Southern District of New York (Judge John P. Mastando III), lead case number 22-11715. The Debtors, owners and operators of a mixed-use property in central Times Square, which houses, among other things, the Crowne Plaza Times Square Manhattan Hotel, are represented by John Ashmead of Seward & Kissel LLP. Further board-authorized engagements include (i) Emerald Capital Advisors Corp. as financial advisor, (ii) Eastdil Secured, L.L.C. as real estate advisor and (iii) Stretto, Inc. as claims agent.
The Debtors’ lead petition notes between one and 49 creditors; estimated assets between $100.0mn and $500.0mn; and estimated liabilities between $100.0mn and $500.0mn. Documents filed with the Court list the Debtors’ three largest unsecured creditors as (i) Intercontinental Hotels Group ($630,623.11 license agreement claim), (ii) Con Edison ($603,898.04 utilities claim) and (iii) NYC Water Board ($366,533.19 utilities claim).
*The Debtors have already filed a Plan of Reorganization and a related Disclosure Statement [Docket Nos. 21 and 22, respectively] and separate seeking approval of (i) the adequacy of the Disclosure Statement, (ii) proposed voting and solicitation procedures and (iii) a proposed timetable culminating in a March 10, 2023 confirmation hearing [Docket No. 23].
Goals of the Chapter 11 Filings
The Shinder Declaration (defined below) explains, "…[t]he respective Debtors have been unable to meet their debt obligations and many other obligations and require new capital to continue operations both with respect to the Hotel and the Premises generally. These Chapter 11 Cases were filed as a path to continuation of the Debtors’ efforts to simplify the real estate ownership issues underlying the Premises, address various issues critical to continued operation of the Debtors’ businesses, including tenant, Union and operational issues, and restructure their existing debt or have it paid through a sale transaction.
To that end, the RSA [which has yet to be filed despite the assertion in the Debtors' declaration in support of first day motions, Docket No. 5, that it is attached) and Chapter 11 Plan were designed to enable an efficient chapter 11 process, by aligning the key parties — the Debtors, Vornado (the existing equity owners) and the Mortgage Lender**"
** The "Mortgage Lender" is THE key party and is to receive 100* of the emerged Debtors' equity in the event that it is not content with recoveries resulting from a sale process. This lender is an affiliate of Argent Ventures ("Argent"), which as noted below acquired the Debtors' mortage in December 2020 at a "significant discount." As described further below, Argent also purchased the Debtors' mezzanine loan from Apollo. From Argent Ventures: "Argent Ventures acquired the senior mortgage secured by the partial fee and partial leasehold interest in 1605 Broadway. Located in the heart of Times Square, 1605 Broadway is a prominent mixed-use asset featuring: 795 hotel rooms (The Crowne Plaza Times Square), 196,300 square feet of office space, 17,800 square feet of ground floor retail including a new flagship Krispy Kreme location, 31,800 square feet of fitness space, Times Square signage, and a 159-space parking garage. Due to the circumstances of the pandemic beginning in 2020, Argent was able to purchase the mortgage at a significant discount to the remaining unpaid balance, representing a low acquisition basis at a fraction of replacement cost."
Plan Overview
The Debtors' motion seeking approval of their Disclosure Statement [Docket No. 23] notes, “[t]he Debtors entered into a restructuring support agreement (as may be amended, supplemented, or otherwise modified from time to time, the ‘RSA’), by and among the Debtors, their prepetition lender, 1605 Broadway LLC (the ‘Mortgage Lender’), TSJV Mezz Acquisition LLC (‘TSJV Mezz’), and Vornado Capital Partners, L.P. and Vornado Capital Partners Parallel, L.P. (collectively, ‘VNO’ and, together with the other RSA parties, the ‘Consenting Stakeholders’). Pursuant to the RSA, the parties thereto agreed to support the restructuring transactions that are set forth in the Plan. Among other things, the Mortgage Lender agreed to permit the Debtors to use cash collateral on a consensual basis and to provide postpetition financing (the ‘DIP Facility’) so that the Debtors could implement their restructuring process through confirmation of the Plan, through a sale or restructuring.
The RSA contemplates either (a) a sale transaction (the ‘Sale Transaction’) through which all, or substantially all, of the Debtors’ assets would be sold and proceeds generated therefrom would be distributed to the Debtors’ creditors in accordance with the Plan, or, in the absence of a Sale Transaction, an equitization restructuring (the ‘Equitization Restructuring’), through which the Mortgage Lender would receive, among other things, 100% of the equity of the reorganized Debtors on account of the DIP Facility and prepetition mortgage loan debt, and the Debtors’ other creditors would receive the treatment provided in the Plan. As set forth in the RSA, the Plan incorporates a ‘toggle’ structure whereby the Debtors concurrently pursue both alternatives on parallel paths, with the Debtors making a determination of which option will maximize value for the Debtors’ estates, and therefore should be consummated (such election between the Equitization Restructuring and the Sale Transaction, the ‘Transaction Election’).”
The following is a summary of classes, claims, voting rights and expected recoveries (defined terms are as defined in the Plan and/or Disclosure Statement):
- Class 1a, 1b, 1c (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The aggregate amount of claims is $6,300 and expected recovery is 100%.
- Class 2a, 2b, 2c (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan.
- Class 3a, 3b, 3c (“Mortgage Lender Secured Claims”) is impaired and entitled to vote on the Plan.
Class 3a Treatment: Each Holder of an Allowed Mortgage Lender Secured Claim against TSJV shall receive 22-11715-jpm Doc 21 Filed 12/28/22 Entered 12/28/22 21:56:39 Main Document Pg 23 of 63 24 (1) if a Payout Event occurs, its (i) Pro Rata share of the Mortgage Lender Secured Cash Payment payable on the Effective Date or as soon as reasonably practicable thereafter, or (ii) such other less favorable treatment as agreed by the Debtors and the applicable Holder of a Mortgage Lender Secured Claim; or (2) if a Payout Event does not occur, its (i) Pro Rata Share, together with the holders of DIP Claims, of the Reorganized TSJV Equity Interests, or (ii) such other less favorable treatment as agreed by the Debtors and the applicable Holder of a Mortgage Lender Secured Claim.
Class 3b Treatment: Holders of Allowed Mortgage Lender Secured Claims against CPTS shall not receive any distribution on account of such Allowed Mortgage Lender Secured Claims against CPTS and all such Allowed Mortgage Lender Secured Claims against CPTS shall be cancelled and discharged.
Class 3c Treatment: Each Holder of an Allowed Mortgage Lender Secured Claim against the 1601 Broadway Entities shall receive (1) if a Payout Event occurs, its (i) Pro Rata share of the Mortgage Lender Secured Cash Payment payable on the Effective Date or as soon as reasonably practicable thereafter, or (ii) such other less favorable treatment as agreed by the Debtors and the applicable Holder of a Mortgage Lender Secured Claim; or (2) if a Payout Event does not occur, its (i) portion of the Exit Facility in an amount equal to the outstanding obligations of the 1601 Broadway Owner under the Walber Parcel Mortgage Loan, or (ii) such other less favorable treatment as agreed by the Debtors and the applicable Holder of a Mortgage Lender Secured Claim.
- Class 4a, 4b, 4c (“Other Secured Claims”) is impaired and entitled to vote on the Plan.
Class 4a Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against TSJV shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5a Claims) of Net Sale Proceeds at TSJV, or
(y) if a Payout Event does not occur, fifty (50%) percent of its Pro Rata Share of the TSJV Ongoing Trade Claim Cash Pool, and the right to payment of the remaining fifty percent (50%) of its Pro Rata Share of the TSJV Ongoing Trade Claim Cash Pool from the Disbursing Agent no later than six (6) months after the Effective Date.
Class 4b Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against CPTS shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5b claims) of Net Sale Proceeds at CPTS; or
(y) if a Payout Event does not occur, fifty (50%) percent of its Pro Rata Share of the CPTS Ongoing Trade Claim Cash Pool, and the right to payment of the remaining fifty percent (50%) of its Pro Rata Share of the CPTS Ongoing Trade Claim Cash Pool from Disbursing Agent no later than six (6) months after the Effective Date.
Class 4c Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Ongoing Trade Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Ongoing Trade Claim against the 1601 Broadway Entities shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 5c claims) of Net Sale Proceeds at the applicable 1601 Broadway Entity; or
(y) if a Payout Event does not occur, fifty (50%) percent of its Pro Rata Share of the 1601 Broadway Ongoing Trade Claim Cash Pool, and the right to payment of the remaining fifty percent (50%) of its Pro Rata Share of the 1601 Broadway Ongoing Trade Claim Cash Pool from the Disbursing Agent no later than six (6) months after the Effective Date.
- Class 5a, 5b, 5c (“Other Unsecured Claims.”) is impaired and entitled to vote on the Plan.
Class 5a Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Other Unsecured Claims becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Other Unsecured Claim against TSJV shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 4a Claims) of Net Sale Proceeds at TSJV, or
(y) If a Payout Event does not occur, Holders of Other Unsecured Claims against TSJV shall not receive any distribution on account of such Other Unsecured Claim and all such Other Unsecured Claims shall be cancelled and discharged.
Class 5b Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Other Unsecured Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Other Unsecured Claim against CPTS shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 4b claims) of Net Sale Proceeds at CPTS; or
(y) If a Payout Event does not occur, Holders of Other Unsecured Claims against CPTS shall not receive any distribution on account of such Other Unsecured Claim and all such Other Unsecured Claims shall be cancelled and discharged.
Class 5c Treatment: On the later of the Effective Date and the date that is ten (10) Business Days after the date such Other Unsecured Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each Holder of an Allowed Other Unsecured Claim against the 1601 Broadway Entities shall receive, on account of such Allowed Claim,
(x) if a Payout Event occurs, its Pro Rata Share (together with Holders of Class 4c claims) of Net Sale Proceeds at the applicable 1601 Broadway Entity; or
(y) If a Payout Event does not occur, Holders of Other Unsecured Claims against the 1601 Broadway Entities shall not receive any distribution on account of such Other Unsecured Claim and all such Other Unsecured Claims shall be cancelled and discharged..
- Class 6 (“Intercompany Claims and Interests”) is unimpaired/impaired deemed to accept/reject and not entitled to vote on the Plan.
- Class 7a, 7b (“Equity Interests”) is impaired deemed to reject and not entitled to vote on the Plan.
Key Documents
The Disclosure Statement [Docket No. 22] attached the following documents:
- Exhibit 1: Joint Chapter 11 Plan of Reorganization [Docket No. 21]
- Exhibit 2: Restructuring Support Agreement
- Exhibit 3: Liquidation Analysis (to be filed)
- Exhibit 4: Release Provisions
Proposed Key Dates
- Disclosure Statement Objection Deadline: January 25, 2023
- Disclosure Statement Hearing: February 1, 2023
- Solicitation Deadline: Five (5) days after entry of the Disclosure Statement Order.
- Plan Supplement Filing Deadline: February 24, 2023
- Voting Deadline: March 3, 2023
- Plan Objection Deadline: March 3, 2023
- Confirmation Hearing: March 10, 2023
Events Leading to the Chapter 11 Filing
In a declaration in support of the Chapter 11 filing (the “Shinder Declaration”), Richard J. Shinder, the Debtors’ president, detailed the events leading to Times Square JV’s Chapter 11 filing. The Shinder Declaration provides: “The filing of these Chapter 11 Cases is the culmination of a complex multi-year restructuring process….
The Debtors have struggled for years, even before the global COVID-19 pandemic (the 'Pandemic'), which dramatically exacerbated those struggles. As described in greater detail below, in connection with the Pandemic, in an effort to attempt to curtail losses, the Hotel closed in March 2020 and just recently resumed operations on November 1, 2022.
While the Pandemic was the ultimate shock that forced the closure of the Hotel and left much of the Premises dormant, the roots of the Debtors’ distress run deeper. In particular, the Premises has been burdened by certain unfavorable contracts, primarily a license agreement dated July 1, 2012 (the 'License 2 Agreement') between Debtor CPTS, which operates certain businesses on the Premises including the Hotel and Signage Component, and Holiday Hospitality Franchising LLC ('Holiday'), the licensing arm of InterContinental Hotels Group Resources, Inc. ('IHG'). That licensing agreement, together with other contracts, have negatively impacted the Debtors’ revenues, the value of the Debtors’ business and the Debtors’ ability to meet their financial obligations.
In early 2020, the Debtors’ Mortgage Loan and separately the Mezzanine Loan (under which certain of the Debtors’ immediate parents are the borrowers) went into default as a result of a failure to pay certain amounts due thereunder. Since that time, the Debtors and various stakeholders, including 1605 Broadway LLC (the 'Mortgage Lender'), an affiliate of Argent Ventures, LLC (together with its affiliates, 'Argent'), have engaged in multiple efforts to restructure the Debtors.Among other things, these efforts led to the Debtors’ purchase of certain property underneath the Premises with funds extended by the Mortgage Lender, the restructuring of certain lease arrangements and entry into a restructuring support agreement (the 'RSA') with Vornado Capital Partners, L.P., Vornado Capital Partners Parallel, L.P. and Argent.
Importantly, the RSA provides a path to a restructuring, through a chapter 11 plan (the 'Chapter 11 Plan'), which outlines the pursuit of the sale of the Premises and related rights (via the Chapter 11 Plan or under section 363 of the Bankruptcy Code) or an equitization of the Mortgage Lender’s secured debt. In sum, these Chapter 11 Cases will provide a path for an efficient resolution of the Debtors' obligations and a stable foundation for a going concern….
As a result of certain defaults under the Mezzanine Loan Agreement, on September 1, 2021, the Mezzanine Lender exercised its rights with respect to the pledge of voting rights related to Debtors TSJV and CPTS (the 'Voting Pledge') pursuant to the Mezzanine Security Agreement. In doing so, the Mezzanine Lender, exercising the authority granted to members under the respective LLC agreements of Debtors TSJV and CPTS, (i) removed the officers and independent managers of Debtors TSJV and CPTS (which were previously appointed by Vornado), (ii) vested the management, direction, and authority of the business and affairs of Debtors TSJV and CPTS in a board of directors, and (iii) appointed me as the sole Director of Debtors TSJV and CPTS. Thereafter, the respective boards of Debtors TSJV and CPTS appointed me as President and Treasurer…My primary objective in these roles was to respond to the mounting financial difficulties by leading restructuring efforts a nd developing a plan for continued business operations."
Restructuring Support Agreement
The Shinder Declaration further states, "In recent months, the Debtors have engaged with the Mortgage Lender and Vornado (together with the Mortgage Lender, the 'Consenting Stakeholders' or 'RSA Parties'). On December 28, 2022, the RSA Parties executed the RSA regarding the material terms of a chapter 11 filing that would conclude in a sale transaction or restructuring. The RSA Parties have agreed to support the restructuring transactions set forth in the Chapter 11 Plan, which was filed contemporaneously herewith.
Among other things, the Mortgage Lender agreed to permit the Debtors to use cash collateral on a consensual basis and to provide post-petition financing to enable the Debtors to implement their restructuring process through confirmation of the Chapter 11 Plan, including to commence a marketing process for the sale of all or substantially all of the Debtors’ assets through the Chapter 11 Plan or separately under section 363 of the Bankruptcy Code….
The Chapter 11 Plan, as contemplated by the RSA, features a 'toggle' structure whereby, and on the same timing, the Debtors would pursue (a) a sale transaction (the 'Sale Transaction') through which all, or substantially all, of the Debtors’ assets would be sold and proceeds generated therefrom would be distributed to the Debtors’ creditors in accordance with the Chapter 11 Plan, or, in the absence of a Sale Transaction, (b) an equitization restructuring (the 'Equitization Restructuring') through which the Mortgage Lender would receive, among other things, 100% of the equity of the reorganized Debtors on account of the DIP Loan and a portion of the Mortgage Loan and other creditors would receive the treatment set forth in the Chapter 11 Plan. The decision whether to consummate the Sale Transaction or an Equitization Restructuring (the 'Transaction Election') will be disclosed in the Plan Supplement.
DIP Financing
Pursuant to the RSA, 1605 Broadway LLC (the 'DIP Lender' in this context, as contrasted with its role as Mortgage Lender) has committed to provide debtor-in-possession financing ('DIP Financing') in the amount of up to $10,000,000, subject to the Bankruptcy Court’s entry of interim and final orders approving the DIP Financing (the 'DIP Order')….
RSA Milestones
To efficiently achieve the goals of the Chapter 11 Cases, the RSA also requires the Debtors to file certain documents and satisfy certain objectives ('Milestones') within a specified period of time. These Milestones include, among others, the Debtors’ commitment to
- file a disclosure statement and the Chapter 11 Plan, in form and substance reasonably acceptable to the Mezzanine Lender, the Mortgage Lender and the DIP Lender, within one (1) business day after the Petition Date,
- file a motion seeking approval of bidding procedures, in form and substance reasonably acceptable to the Mezzanine Lender, the Mortgage Lender and the DIP Lender, no later than one (1) days after the Petition Date,
- obtain entry of the DIP Order on an interim basis, no later than three (3) business days after the Petition Date, and on a final basis, no later than thirty-five (35) business days after the Petition Date,
- obtain entry of the Bankruptcy Court’s order approving the bidding procedures within twenty-five (25) business days after the Petition Date,
- obtain approval of a disclosure statement within thirty-five (35) days of the Petition Date,
- select a stalking horse bidder, if any, for a sale of the Premises and related assets no later than twenty-eight (28) days after the Petition Date,
- commit to a bid deadline no later than thirty-five (35) days after the Petition Date,
- conduct an auction, if necessary, no later than two (2) business days after the bid deadline,
- schedule a hearing to obtain entry of an order approving the sale and entering an order approving the sale of the Debtors’ assets to the successful bidder, if applicable, within seventy-five (75) business days from the Petition Date,
- obtain confirmation of a chapter 11 plan within seventy-five (75) days of the Petition Date, and
- ensure occurrence of the effective date of the chapter 11 plan within ninety (90) days of the Petition Date."
Prepetition Indebtedness
As of the Petition Date, the Debtors’ consolidated debt obligations totaled approximately $525,960,020, consisting of $521,722,926 in secured debt obligations and $4,237,094.46 in unsecured debt obligations. The following is a summary of the Debtors’ debt obligations as of the Petition Date:
15 The direct parent entities of the Debtors, CIF Times Square Mezz 1 LLC and CPTS Hotel Lessee Mezz 1 LLC, are parties to the Mezzanine Loan (defined below) in the total amount of $102,250,626.00 and, under the RSA, CIF Times Square Mezz 1 LLC and CPTS Hotel Lessee Mezz 1 LLC have reserved the right to commence chapter 11 proceedings.
16 The Debtors reserve all their rights with respect to the validity and priority of the alleged mechanics liens.
The Debtors' DIP motion adds: "Debtor TSJV and Debtor CPTS are the original borrowers (the 'Mortgage Borrowers') under that certain amended and restated mortgage loan agreement dated as of April 19, 2018 with Deutsche Bank AG, New York Branch, Morgan Stanley Bank, N.A., and others as lender (collectively, the “Original Lenders”), as amended and restated (the 'Mortgage Loan Agreement' and the loan thereunder, the 'Mortgage Loan'). The Mortgage Loan Agreement had an original principal amount of $250 million.
On December 23, 2020, the Prepetition Secured Party purchased the Mortgage Loan from the Original Lenders, at which time the principal balance due under the Mortgage Loan was $195 million in addition to accrued interest of approximately $7.6 million. In April and May of 2022, the Prepetition Secured Party advanced an additional $121,333,753.37 under the Mortgage Loan to enable Debtor TSJV to pay a deposit and thereafter to consummate the purchase of the Walber Fee Parcel (the 'Walber Purchase Advances'). Thereafter, the Mortgage Loan Agreement was amended to reflect the Walber Purchase Advances and to add Debtor 1601 Broadway Owner, the direct owner of the Walber Parcel, as a borrower solely with respect to the Walber Purchase Advances.
Additionally, since December of 2021, the Prepetition Secured Party has made a series of additional advances under the Mortgage Loan given the Debtors’ inability to meet the monthly operating expenses of the Premises. Specifically, the Mortgage Lender funded a total of $7,241,728.09 from December 23, 2021 through October 31, 2022.
The obligations under the Mortgage Loan Agreement are secured by first priority liens on and security interests in the 'Collateral' under and as defined in the Mortgage Loan Agreement (such liens and security interests, collectively, the 'Prepetition Liens', and the collateral securing the Prepetition Liens, the 'Prepetition Collatera'). As of the Petition Date, approximately $418,726,016 in principal, accrued interest and fees is outstanding under the Mortgage Loan Agreement".
On the Mezzanine Loan, the Debtors add: "The original principal amount of the Mezzanine Loan was $80 million. On April 23, 2018, Original Mezzanine Lender sold the entire Mezzanine Loan to a group of affiliated lenders (collectively, 'Apollo'). The obligations under the Mezzanine Loan Agreement are secured by first priority, continuing security interest in and lien on the equity interests, and certain voting rights, claims, powers, privileges, benefits, options and rights that the Mezz Borrowers hold in Debtor TSJV and Debtor CPTS, which security interests are reflected in that certain Pledge and Security Agreement dated April 19, 2018 (the 'Mezzanine Security Agreement'). Like the Mortgage Loan, the Mezzanine Loan originally went into default on April 24, 2020, as the borrowers thereunder did not make scheduled principal and interest payments. The parties entered into an amendment to the Mezzanine Loan Agreement, which, among other things, extended the maturity of the Mezzanine Loan to July 9, 2020. The Mezz Borrowers were unable to repay the principal balance of the Mezzanine Loan upon maturity on July 9, 2020, triggering a further automatic event of default. On March 18, 2021, despite the defaults under the Mezzanine Loan, an affiliate of Argent, the Mezzanine Lender, purchased the Mezzanine Loan from Apollo and assumed the rights and obligations of Apollo as lender thereunder. As a result of the defaults under the Mezzanine Loan Agreement, on September 1, 2021, the Mezzanine Lender exercised its rights pursuant to the Mezzanine Security Agreement to exercise the voting rights the Mezz Borrowers held with respect to Debtors TSJV and CPTS.
17 As noted earlier and again below, these actions involved the Original Lenders, pre-dating the involvement of current lenders affiliated with Argent".
About the Debtors
According to the Debtors: “Certain of the Debtors own and operate a building (the 'Premises') located at 1605 Broadway, New York, NY 10019 in central Times Square (between West 48th and 49th Streets). The Premises is a mixed-use real estate asset consisting, among other things, of certain hotel space on the 15th through 46th floors, currently branded as the Crowne Plaza Times Square Manhattan Hotel (the 'Hotel'); 196,300 square feet of commercial office space (the 'Office Space'), portions of which are currently leased to three third-party tenants; 17,800 square feet of ground floor retail space (the 'Retail Space'); certain billboard spaces (the 'Signage Component'); and a parking garage (the 'Parking Garage')."
Corporate Structure Chart
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