HomeMy WebLinkAboutCOM 0209.000 2012-2014 BRENDA J. FORD ° Phone: (808) 323-4277
Council Member ' '���'='-'��� )
District 6 - Portion of North
�' - Fax: (808) 329- 4786
Kona, South Kona, Ka`u, & ''�dF,N.f E-Mail: bford@co.hawaii.hi.us
Greater Volcano Area
HAWAII COUNTY COUNCIL
County of Hawaii
West Hawaii Civic Center
74-5044 Ane Keohokalole Hwy.
Kailua-Kona, Hawaii 96740
DATE: March 8, 2013
TO: J Yoshimoto, Chairperson,
and Members of the Hawai`i County Council
FROM: Brenda J. Ford, Council Member r
SUBJECT: Discussion Of 1250 Oceanside Partners, A Hawai`i Limited Company, Debtor And
Debtor-In-Possession (Case No. 13-00353), Front Nine, LLC, A Delaware Limited
Liability Company, Debtor And Debtor-In-Possession (Case No. 13-00354), And
Pacific Star Company, LLC Dba Pacific Star Properties, An Arizona Limited
Liability Company, Debtor And Debtor-In-Possession (Case No. 13-00355), [Also
Known As Hokuli`a] In The United States Bankruptcy Court, District Of Hawai`i,
Honolulu, Hawai`i Regarding Their Filing For Relief Under Chapter 11 Of The
Bankruptcy Code On March 6, 2013.
Please place this matter on the agenda for March 28, 2013 for discussion. This matter may require
an Executive Session as well as a public discussion.
I've attached copies of the:
• "First Day" Motions and Applications
• Voluntary Petition
• List of Creditors
• Press release from Bloomberg.com
BJF/la
Comm. N a.o `
Ref.To:
Serving the Interests of the People of Our Island Ref.Date MAR 1 2 i 013
Hawaii County Is An Equal Opportunity Provider And Employer
Bloomberg.com
1250 Oceanside Partners Files for Bankruptcy Protection
By Dawn McCarty- Mar 7, 2013 1:36 PM GMT-1000
1250 Oceanside Partners and two affiliates, owners of more than 1,800 acres of land on the Island
of Hawaii, filed for bankruptcy to restructure more than$500 million in debt.
Oceanside listed assets of more than$10 million in Chapter 11 documents filed yesterday in U.S.
Bankruptcy Court in Honolulu. Affiliates Front Nine LLC and Pacific Star Co. also sought court
protection.
The restructuring will"allow the debtors' development projects to proceed, and will permit their
respective creditors to receive payment in excess of the liquidation value of their claims," Craig
Pickett, the companies' sole executive officer, said in court papers.
Assets acquired for the development of Hokuli'a, a luxury real estate project, include a 3 1/2-mile
tract along the Kona coast, Pickett said. Oceanside's creditors include the County of Hawaii, with a
claim of$20 million, and Ackerman Ranch Inc., with a claim of$13.4 million, according to court
papers.
Developer Lyle Anderson controlled the three companies until 2008, when Bank of Scotland LLC
declared a default on about $1 billion in debt and exercised its right to replace the directors, including
Anderson.
The debt was secured by projects in New Mexico, Arizona and Hawaii. Sun Kona Finance I LLC
acquired the portion secured by Hawaiian assets in December. The total balance due on that debt was
about$625.2 million, according to court papers.
The case is In re 1250 Oceanside Partners, 13-00353, U.S. Bankruptcy Court, District of Hawaii
(Honolulu).
To contact the reporter on this story: Dawn McCarty in Wilmington at dmccarty@bloomberg.net
To contact the editor responsible for this story: John Pickering at jpickering @bloomberg.net
DON JEFFREY GELBER
JONATHAN B. GELBER
JOSEPH A. DANE
Gelber, Gelber&Ingersoll
745 Fort Street, Suite 1400
Honolulu,Hawaii 96813
Telephone: (808) 524-0155
Fax: (808)531-9693
Email: D.J.Gelber @gelberlawyers.com
Email: Jgelber @gelberlawyers.com
Email: Jdane @gelberlawyers.com
Proposed Attorneys for Debtors
and Debtors-in-Possession
UNITED STATES BANKRUPTCY COURT
DISTRICT OF HAWAII
In re Case No. /3- oU35
1250 OCEANSIDE PARTNERS, a Hawaii (Chapter 11)
limited partnership,
Debtor and Debtor-in-Possession
In re Case No. �3 DoaW
FRONT NINE,LLC, a Delaware limited (Chapter 11)
liability company,
Debtor and Debtor-in-Possession
In re Case No. l3 `6o3 SS-
PACIFIC STAR COMPANY, LLC dba Pacific (Chapter 11)
Star Properties,an Arizona limited liability
company,
Debtor and Debtor-in-Possession
2303895c
DECLARATION OF CRAIG PICKETT IN
SUPPORT OF "FIRST DAY" MOTIONS AND APPLICATIONS
LS, S3 ankrup" y Court rt - Hawaii #13-00353 Dkt ,' 2 Filed 03,106113 page of 5
CRAIG PICKETT declares, under penalty of perjury, that:
1. I am the sole executive officer of 1250 Oceanside Partners,
Front Nine, LLC, and Pacific Star Company, LLC, the debtors and debtors-in-
possession in these proceedings (each a "Debtor," and collectively, the
"Debtors"). I am also the designated individual responsible for the performance
of the duties of the Debtors as debtors-in-possession.
2. I make this Declaration in support of the various "first day"
motions and applications filed in these Chapter 11 proceedings.
3. Except as otherwise indicated, all of the facts set forth in this
Declaration are based upon my personal knowledge and my review of relevant
documents. I am competent to testify to the matters herein set forth and, if
called upon to do so, I could and would testify to the facts set forth herein.
4. Part I of this Declaration describes my background and
qualifications. Part II of this Declaration describes the procedural background
of the Debtors' bankruptcy cases. Part III briefly describes the Debtors, their
relation to one another, and their business operations. Part IV of this
Declaration provides an overview of certain of the setbacks and events that
disrupted the Debtors' plans to develop a luxury residential subdivision and
related amenities. Part V of this Declaration describes the major financing
2303895c.docx 2
,S. Bankruptcy Court ... F ?,a#y..t'. it13 .03; 3 akt it 2 Filed 03S06/13 P e 2 of 50
provided to the Debtors, the defaults in repayment, and the predecessor lender's
exercise of its contractual right to remove and replace the directors of the
Debtors. Part VI describes the events and circumstances leading to the filing of
the Debtors' Chapter 11 petitions. Part VII sets forth the relevant facts in
support of the various "first day" motions and applications filed concurrently
herewith.
I.
BACKGROUND AND QUALIFICATIONS
5. I received a Bachelor's Degree in Economics from the
University of Utah and a Master Degree in Business Administration from the
University of California at Los Angeles (UCLA). I am now an inactive
Certified Public Accountant.
6. Prior to my retirement as an accountant in June 2007, I was a
Managing Partner with Ernst & Young LLP, an international firm of accountants
and consultants, for over 21 years. My practice focused on public companies,
venture capital, private equity firms, and multi-national firms, including several
S&P 500 companies. The clients of the offices I managed were principally in
California and the Western United States.
2303895c.docx 3
7. Since my retirement from Ernst & Young, I have directed the
passive investment activities of a small number of private clients. I am on three
boards of directors, two for companies headquartered in Singapore and one in
Houston. One of the firms for which I provide services is Sunchase Holdings,
the principal of which is also one of the principals of Sun Kona Finance I, the
Debtors' major secured creditor.
II.
PROCEDURAL BACKGROUND
8. The Debtors have filed petitions for relief under Chapter 11
of the Bankruptcy Code.
9. The Debtors continue to operate and manage their
businesses, as debtors-in-possession, pursuant to sections 1107 and 1108 of the
Bankruptcy Code.
10. No creditors' committees have been appointed in these cases.
No trustees or examiners have been appointed.
III.
THE DEBTORS, THE RELATIONSHIP OF
THE DEBTORS, AND THE DEBTORS' BUSINESS OPERATIONS
11. 1250 Oceanside Partners ("Oceanside"), a Hawaii limited
partnership, Front Nine, LLC ("Front Nine"), a Delaware limited liability
2303895c.docx 4
b.. ?k=up . t Ccuit -- /,,. it s' t fit,:: Hr) lr 13 1 1, , ii of F.
company, and Pacific Star Company, LLC ("Pacific Star"), an Arizona limited
liability company, are related companies. Substantially all of the assets of each
Debtor are located in the Kona area of the Island of Hawaii.
12. The Debtors were formed by developer Lyle Anderson
("Anderson") and were part of his development "empire," which included
developments in Hawaii, Arizona, New Mexico, and Scotland. Anderson
controlled the Debtors from their formation until January, 2008, when the
Debtors' primary secured lender declared a default and exercised its contractual
right to remove and replace the directors of the Debtors. Anderson has had no
involvement with the Debtors or in their respective businesses since October,
2008.
13. The Debtors collectively own over 1,800 acres of land and
other assets acquired in connection with a large-scale luxury real estate
development on the Island of Hawaii, in the North Kona and South Kona
districts, near Kealakekua Bay. The Debtors' property stretches for three and
one-half (3-1/2) miles along the Kona coast and is of significant historic and
cultural importance.
14. The Debtors' principal development is known as "Hokuli'a"
or the "Hokuli'a Project." Oceanside is the developer of Hokuli'a. Oceanside's
2303895c.docx 5
. !3,)1-0 iF coutt - r c ci .z e 0. >1<.� e3° E' .' n.,d
assets include most of the real estate of the Hokuli'a project not yet conveyed to
third parties. Front Nine's assets include a large number of the undeveloped
platted lots in Phase 2 of the Hokuli'a Project. Pacific Star's assets consist of a
large tract of land referred to as "Keopuka" or the "Keopuka Project," which is
in a preliminary planning stage and which lies near, but not immediately
adjacent to, Hokuli'a.
15. Anderson planned to develop Hokuli'a in three phases on
approximately 1,400 acres of land. When complete, the project would have
included approximately 730 residential lots, a 27-hole golf course and club
house, a members' lodge and spa, a beach activity center, tennis courts, and a
shoreline park. When Oceanside acquired the real estate, applicable zoning laws
prohibited single family residences from being built on the land. Accordingly,
Oceanside had to obtain, among other things, (a) a re-zoning from the County of
Hawaii (the "County") (generally from "Agricultural (A-5a)" and "Unplanned
(U)" to "Agricultural (A-la)" and "Resort (V-6.0)"); (b) various permits and
approvals from government agencies; and (c) a number of construction bonds.
Oceanside also had to construct certain onsite and offsite infrastructure
improvements, and prepare an environmental impact statement.
2303895c.docx 6
16. During the mid-1990's, the County granted various permits,
approvals, and ordinances relating to the development of Hokuli'a. The
development was subject to certain conditions, including the obligation of
Oceanside to construct and dedicate to the County a bypass highway between
Keauhou and Captain Cook (the "Bypass Road"), in order to alleviate chronic
traffic problems in the Kona region.
17. In addition to government approvals and agreements,
Oceanside entered into a number of agreements with private owners of land near
Hokuli'a regarding matters such as access rights, utilities easements, and well
sites. Among these agreements are:
(a) An agreement between Oceanside, Gary Yamagata,
and Yamagata Development Company, regarding Oceanside's purchase of land
for the construction and operation of an electric substation (the "Yamagata
Agreement"). Mr. Yamagata and Yamagata Development Corporation have
contended that Oceanside is in default on the Yamagata Agreement, and have
demanded mediation in a letter dated November 1, 2012.
(b) A series of agreements among Oceanside, the Water
Board of the County of Hawaii, and the trustees of the E. Jean Greenwell Trust,
2303895c.docx 7
..3.a...' pant,z ` 1., 4£ ", F 3=1 ; oxi 5...tp^� ) !t 1,-77 d.''ey{fl:.:'4
a neighboring land owner, relating to the construction of a potable water well
site (sometimes referred to as the "Kalukalu Well") on the Trust's property.
(c) An agreement with Ackerman Ranch, Inc.
("Ackerman"), regarding rights of access over various parcels of land and the
purchase by Oceanside of a 20,000 square-foot parcel of land for a potable water
well to serve a part of Hokuli'a. Ackerman, which is also one of Oceanside's
secured creditors, has contended that Oceanside has failed to meet certain
conditions precedent to Oceanside's right to purchase the well site parcel, and
that Oceanside's rights in this regard have expired.
18. On or about September 18, 1999, the County granted final
subdivision approval for the first phase of development of Hokuli'a ("Phase 1").
Oceanside commenced sales of lots in Phase 1. On or about December 1, 2000,
the County granted final subdivision approval for the second phase, and
Oceanside commenced sales of lots in Phase 2. Construction of the golf course
began in 1999, and an 18-hole course opened in June 2002, and remains in
operation.
19. The golf course was among the amenities planned to be
offered to members of The Club at Hokuli'a, Inc. (the "Club"). Club
membership was included with the purchase of Hokuli'a lots, and all lot
2303895c.docx 8
€ ate � §.iii 1 v< '�,i� ti.: Y,:10,-)"# 8 e 5
purchasers also became Club members. After the County granted Phase 1
subdivision approval in 1999, Oceanside entered into an agreement (the "Club
Transfer Agreement") with the Club regarding the construction, operation, and
eventual transfer to the Club of the golf course, the golf clubhouse, a beach
activity center, tennis courts, and other related facilities (the "Club Facilities").
The Club Transfer Agreement provided a procedure pursuant to which control
over the Club and the Club Facilities would be turned over to the members of
the Club, and set a date of January 1, 2010, for such turnover, unless five
percent or more of the Hokuli'a home sites remained unsold at that time.
20. As related in more detail elsewhere in this Declaration,
various setbacks befell Oceanside and the completion and turnover of the Club
Facilities did not occur as anticipated. Accordingly, Oceanside, Oceanside's
secured lender, a committee of Club members, and the Hokuli'a Community
Association, Inc. (the "HCA") entered into a Letter of Intent, dated December
13, 2011, which set forth, among other things, the terms and conditions under
which responsibility for the completion and management of the Club Facilities
would be turned over to the Club, and certain other property would be conveyed
to the Club, the HCA, or both. The Debtors' primary secured lender agreed to
release these properties from the lien of its mortgage.
2303895c.docx 9
. ..
Bankatplov Court °ar=c.,, 53 Dtg ilt 2 t of
21. Pursuant to the Letter of Intent, Oceanside (and its general
partner), the Club, and HCA entered into an "Umbrella Agreement" dated March
30, 2012. Pursuant to the Umbrella Agreement, Oceanside turned over
responsibility for the completion and management of the Club Facilities to the
Club. Oceanside was released from, among other things, funding the cost of
completing the Club Facilities and establishing a capital reserve for the
Facilities; covering any operating deficits of the Club; and completing certain
road and other improvements within Phase 1 of Hokuli'a. Oceanside agreed to
convey: (1) to the Club, the golf course lots and the lots upon which other
amenities were or are expected to be constructed; (2) to HCA, the "Common
Areas" within Phase 1, as that term is defined in the Amended and Restated
Declaration of Covenants, Conditions, and Restrictions for Hokuli'a, dated
December 4, 2006 (the "Declaration"); (3) to the Club and HCA, jointly, a
certain number of lots within the project; and (4) to Hokuli'a Community
Services, Inc., a non-profit corporation formed by the Club and HCA, certain
shared infrastructure facilities. Subsequently, the Club and HCA agreed to sell
the lots they received under the Umbrella Agreement to an affiliate of the
Debtors' principal secured lender, in exchange for cash and the affiliate's
obligation to complete or fund the completion of certain improvements for the
2303895c.docx 10
3. Bankruptcy Court rt Hawaii 1113-00353 3.... <\ 2 Hied 4 Oa/(.G/13 sy .e.. 10 of 50
benefit of the Club and HCA members (and which indirectly benefit the
Hokuli'a Project).
22. Some of the properties covered by the Umbrella Agreement
were conveyed to the Club and HCA in separate closings on April 20, 2012, and
June 22, 2012; other properties lack legal description and await subdivision
approval from the County (which is currently in progress) before deeds may be
recorded.
23. As described below, Oceanside and its affiliates, in the
course of developing the project, became enmeshed in a number of lawsuits and,
for this and other reasons, the project has never been completed.
IV.
SETBACKS AFFECTING THE DEBTORS' BUSINESS
24. Several adverse events caused the development of Hokuli'a
to be significantly delayed. These events, in turn, caused the Debtors to default
on certain of their financial and other obligations.
A. The Kelly Litigation and Settlement
25. In September, 2000, after work on Hokuli'a had commenced,
a heavy rainstorm hit the Kona area, causing silt runoff to flow from the
development site into the ocean adjacent to Hokuli'a. Shortly thereafter, on
2303895c.docx 11
October 30, 2000, individuals and a non-profit organization commenced an
action in the Third Circuit Court of the State of Hawaii against Oceanside, the
State Department of Health, the State Department of Land and Natural
Resources, and State Land Use Commission, the County, and other defendants.
The case, styled Kelly, et al. v. 1250 Oceanside Partners, et al., Civ. No. 00-1-
0192K, Third Circuit Court, State of Hawaii (the "Kelly Litigation"), alleged
claims against Oceanside based on public nuisance, violation of burial site
protection laws, desecration of graves, violation of procedural due process,
violation of the Coastal Zone Management Act, and violation of the plaintiffs'
rights of access. The plaintiffs also alleged that the approvals granted to the
Hokuli'a Project violated Chapter 205 of the Hawaii Revised Statutes, the state
land use law.
26. In November, 2000, the Court issued a temporary restraining
order halting the development until procedures could be put in place to prevent
damage to coastal waters from storm-generated run-off.
27. Subsequently, in September, 2003, the Court issued findings
of fact and conclusions of law determining and holding that the County had
violated the state land use law when it approved the Hokuli'a Project. Oceanside
was permanently enjoined from pursuing any further construction activities or
2303895c.docx 12
�_ .�d B(.nKa 4*.,y Cow l " ? b<v?...._ r §�� � ' , '<� 3�;= ' t ➢�.".a . .` ..$.s,f� .� ``.&Ey°�; ,�c €r
development of Hokuli'a, with the exception of the golf course and the shoreline
park, until it had obtained reclassification from the Land Use Commission. The
County was enjoined from issuing any further permits to Hokuli'a until
Oceanside complied with the Court's order. Oceanside appealed the Court's
ruling.
28. In March, 2006, while the appeal was pending, and two and
one-half years after development had been permanently enjoined, the parties to
the Kelly Litigation entered into a Settlement Agreement concerning the
conditions under which development of Hokuli'a could continue. In general
terms, the Settlement Agreement provided, among other things, that Oceanside
would: (1) apply to the Land Use Commission for a land use re-classification;
(2) promptly complete construction of the Bypass Road; (3) limit the
development of Hokuli'a to no more than 665 homes or home sites; (4) eliminate
plans to construct the "members' lodge"; (5) construct or cause to be constructed
affordable housing units within the Kona area; (6) contribute land and construct
facilities for a Kona Scenic Park; (7) form a non-profit entity to undertake the
preservation and maintenance of certain historic and cultural sites within
Hokuli'a and contribute a portion of the proceeds from lot sales to the entity; and
(7) establish and fund a "Hokuli'a Foundation," the purpose of which would
2303895c.docx 13
include advancement of affordable housing, health care, and Native Hawaiian
culture. The Settlement Agreement also addressed the disposition of certain
burial sites that had been inadvertently uncovered during development, and
access rights of descendants seeking entry to Hokuli'a.
29. The Circuit Court, after being presented with the Settlement
Agreement, partially vacated its earlier judgment, in order to allow the
resumption of development of Hokuli'a and to permit lot sales to proceed. Some
lots were sold in 2007, but market conditions worsened and Oceanside
suspended all sales of Hokuli'a lots in January, 2008, after its senior lender
declared a default. In November, 2009, Oceanside suspended its land sales
registration with HUD and the State of Hawaii.
B. Coupe Family Litigation Regarding the Bypass
Road
30. As a condition of obtaining certain regulatory approvals, and
among many other conditions, Oceanside was required by the County of Hawaii
to construct and dedicate the Bypass Road (which is intended to run between
Keauhou and Captain Cook). On April 20, 1998, the County and Oceanside
entered into a Development Agreement setting forth (among other things) the
respective responsibilities of the parties and the procedure to be followed in
2303895c.docx 14
;.i?. 1.. z . Y$l..F.)it4. .. � I�" .... . .va & .s 1:3-003t 2 3s.�.'.a } tl?E-)l f,B R-19 ?3 50
acquiring the required property (including use of the County's power of eminent
domain) and in constructing the Bypass Road.
31. After Oceanside was unable to negotiate a private purchase
of certain land owned by the C&J Coupe Family Ltd. Partnership (the "Coupe
Family"), the County filed an action in October, 2000, in the Third Circuit Court
of the State of Hawaii, against the Coupe Family seeking condemnation of the
land for the Bypass Road, thereby commencing litigation lasting ten years and
producing three published opinions of the Hawaii Supreme Court.
32. In December, 2008, in the first appearance of the case before
the Supreme Court, the Court concluded that the County had not adequately
demonstrated that the purported public purpose of the condemnation was not a
"pretext" for a private benefit.2 The Court remanded the case for a
determination of whether the County's asserted public purpose in taking the land
I See County of Hawaii v. C&J Coupe Family Ltd. P'ship, 119 Haw. 352, 390
(2008); County of Hawaii v. C&J Coupe Family Ltd. P'ship, 120 Haw. 400, 403
(2009) (appeal regarding a dispute over statutory fees in condemnation actions);
County of Hawaii v. C&J Coupe Family, Ltd. P'ship, 124 Haw. 281 (2010).
Oceanside was made a third party defendant in the initial condemnation action,
and was joined as an indispensable party in a subsequent, superseding, action.
2 The Third Circuit Court, in a ruling not appealed to the Supreme Court, had
also invalidated provisions of the Development Agreement relating to the right
of Oceanside to be reimbursed for its costs in constructing the Bypass Road.
2303895c.docx 15
was pretextual. County of Hawaii v. C&J Coupe Family Ltd P'ship, 119 Haw.
352, 390 (2008). Upon remand, the Circuit Court concluded that the County's
avowed purpose in the taking —the establishment of a public highway—was not
pretextual and was a valid public purpose. This conclusion was upheld by the
Supreme Court on appeal. County ofHawai'i v. C&J Coupe Family, Ltd P'ship,
124 Haw. 281 (2010).
33. Oceanside substantially completed construction of the north
half of the Bypass Road at a cost of approximately $36 million, and that portion
of the Bypass Road is currently in use by the public. All parcels owned by the
Debtors which comprise the Bypass Road have been conveyed to the County,
and, in connection with the settlement of the AMICO Litigation discussed
immediately below, the funding for the completion of the Bypass Road has been
secured.
C. The AMICO Litigation
34. Oceanside, as the developer of Hokuli'a, entered into a
number of agreements providing that it would construct certain improvements
(principally relating to utilities) for the benefit of residential lots within Hokuli'a.
Oceanside also agreed to construct certain recreational amenities, including a
golf course, tennis courts, a beach club, and related support facilities. In
2303895c,docx 16
3. i s 3si k_ ai tat ,) I Hr3wm I.± € f 3 _,.5 Mt Hed
connection with Oceanside's obligations to construct the improvements and
amenities, Oceanside obtained bonds issued by American Motorists Insurance
Company ("AMICO"). Oceanside also obtained one or more bonds issued by
AMICO relating to Oceanside's obligation to construct the Bypass Road.
35. For a number of reasons, including the Kelly Litigation and
the Coupe Family lawsuit described above, Oceanside was unable to fulfill its
obligations under the bonds in a timely manner. In April, 2010, three lawsuits
were filed in the State and Federal Courts concerning the bonds issued by
AMICO (the "AMICO Litigation").3 On September 23, 2011, Judge Ibarra of
the Third Circuit Court and Magistrate Judge Chang of the United States District
Court ordered a joint settlement conference concerning the AMICO Litigation.
After a number of settlement conferences, the parties to the AMICO litigation
entered into a Settlement Agreement dated as of March 2, 2012 (the "AMICO
Settlement").
36. Pursuant to the AMICO Settlement:
3 The lawsuits were (1) American Motorists Insurance Company v. The Club at
Hokuli'a, Inc., et al. (Civ. No. 10-00199SOM-KSC, United States District Court
for the District of Hawaii; (2) The Club at Hokuli'a, Inc., et al. v. American
Motorists Insurance Company, et al. (Civ. No. 10-1-116K, Third Circuit Court
of the State of Hawaii); and (3) County of Hawaii v. 1250 Oceanside Partners,
et al. (Civ. No. 10-1-0157K, Third Circuit Court of the State of Hawaii).
2303895c.docx 17
Y _v §� 3
a.? :. -. E.,.1...!pt ,t .?otut E 'r� c. i° i; '$!-t om , d r no
(1) AMICO agreed to pay $12.5 million to the County to
be used for the construction of the Bypass Road.
(2) Oceanside and its general partner executed a $20
million non-recourse promissory note dated March 2, 2012 (the "County Note")
in favor of the County, secured by a first mortgage on certain of Oceanside's and
Front Nine's property and, in connection therewith, the County released
Oceanside from its obligation to construct the Bypass Road, which would
instead be completed by the County. The County Note is due and payable two
years from the date of the closing contemplated by the AMICO Settlement.
(3) Oceanside dedicated to the County both the north
portion of the Bypass Road (which has been completed) and the lots over which
the south portion of the Bypass Road is to be constructed.
(4) The County suspended certain of Oceanside's
improvement obligations, unrelated to the Bypass Road, until Oceanside makes
a decision concerning the nature and scope of the Hokuli'a project when
development resumes.
D. Lot Purchaser Litigation
37. Oceanside is a party in a number of lawsuits filed by
purchasers of lots within Hokuli'a. Some of these lawsuits were filed by
2303895c.docx 18
i, r :ire � ' (,3:()6 ? I 16 f s-;t}
immediate purchasers of lots from Oceanside and seek rescission of the sale
contract and/or damages; other lawsuits have been brought by subsequent
purchasers of lots. As a result of the automatic stay provided by Section 362 of
the Bankruptcy Code, all such lawsuits are stayed. The Debtors will file notices
of these Chapter 11 proceedings and the automatic stay in each lawsuit.
V.
OVERVIEW OF THE DEBTORS' SECURED FINANCING
This Part of the Declaration reviews the principal sources of the
Debtors' secured financing and the Debtors' default in repayment.
A. Bank of Scotland
38. The major financing of the Hokuli'a project was provided by
the Bank of Scotland.
39. In 2001, Lyle Anderson Financial Company LLC entered
into a loan agreement with the Bank of Scotland to finance certain of Anderson's
development projects. The initial loan amount was $200 million, which was
subsequently increased a number of times to a total loan amount of$415 million
in July of 2003. The loan was then amended and restated in November of 2003
to include a number of additional Anderson entities as borrowers, including
Front Nine and Pacific Star, but also including various non-debtor entities
2303895c.docx 19
$. '?. 1:3 ) 4kie.Yff h 0400 4^ ')-00 ') j 0,1/Or', i 3 �:. �:.7;' # 0# fit;
involved in Anderson's developments outside of Hawaii. As of December,
2003, the total amount outstanding under the amended and restated loan was
approximately $517 million. Through a number of subsequent amendments, the
maximum aggregate principal indebtedness increased to $825 million in 2006.
On October 8, 2007, Oceanside (whose general and limited partner, Red Hill
1250, Inc., had previously pledged its majority ownership interest in Oceanside
to obtain financing for the project) joined as a borrower and the maximum
aggregate principal increased to approximately $904 million. The collateral for
the debt included not only the assets of the Hawaii projects but also other
Anderson development projects outside of Hawaii. The loans were generally
cross-collateralized across all borrowers.
40. On January 15, 2008, the Bank of Scotland declared an event
of default. The Bank of Scotland contended that the balance outstanding, as of
January 1, 2008, was $946,250,794.53. The Bank of Scotland exercised its
asserted rights under the loan documents and certain guaranty pledges made by
the borrowers' parents to remove and replace the directors of the borrowers.
Pursuant to a Cooperation and Release Agreement, dated as of October 20,
2008, Anderson and certain Anderson entities and affiliates were given releases
by the Bank of Scotland in exchange for the execution of certain releases and
2303895c.docx 20
::.3 i s ff�r a. i.',..,y` a,s l.-#§L ... g a ..� .' i d 1, 13-003> Li k!' } •1 # P I.E?i< ,,
waivers and an agreement to cooperate and not interfere with the enforcement of
the Bank of Scotland's loan. Mr. Anderson and certain of the officers whom he
had appointed were removed from management positions within the companies.
The New York restructuring firm of Marotta Gund Budd & Dzera was retained
to take over management of the Hokuli'a companies.
B. Ackerman Ranch, Inc.
41. In October, 2005, Oceanside purchased approximately 250
acres of additional land (the "Ackerman Property") from Ackerman Ranch, Inc.
("Ackerman"), financing the purchase by means of a $13.4 million "carryback"
note and mortgage. The Ackerman Property, which had previously been leased
to Oceanside, was intended to be the site of a part of Phase 3 of the Hokuli'a
Project. After the note matured in October, 2010, Ackerman agreed to forebear
enforcement and to continue to accept quarterly interest-only payments. When
Oceanside allegedly failed to make the interest payment due on October 1, 2011,
Ackerman demanded payment of the entire note balance, and subsequently filed
an action for foreclosure of its mortgage in the Third Circuit Court. The
foreclosure action remains pending.
2303895c.docx 21
1)10, )4 a :..,..�, tr.i .s
aE G°l t r<+u� i! , a `� 4r'' ,r r-, ..�
.x�.'` :�I { ;€3 .' o' ^^y%i
C. Textron
42. Oceanside sold a number of Hokuli'a lots pursuant to
transactions in which a portion of the purchase price took the form of a
promissory note and a "carry back" mortgage on the buyer's lot (the "Lot
Loans"). On or about June 29, 2006, Oceanside entered into a loan agreement
with Textron Financial Corporation ("Textron"), pursuant to which Oceanside
pledged the Lot Loans to Textron, and Textron provided funds to Oceanside
through a revolving line of credit with a maximum principal indebtedness of
$100 million (the "Textron Loan").
43. On June 26, 2008, and on a number of subsequent occasions,
Textron delivered notices of default, acceleration, and demand for payment to
Oceanside. The Debtors are informed that as of December 1, 2012, the
outstanding amount owed on the Textron Loan was $5,143,621, plus accrued
interest of $20,629.20. On January 18, 2013, Textron sold the Textron Loan
(including Textron's security interests in the pledged purchase-money
mortgages) to Sun Kona Finance II, an affiliate of SKF I (defined below),
which, as explained below, is the successor in interest to the Bank of Scotland's
position with respect to the Debtors' properties.
2303895c.docx 22
VI.
EVENTS AND CIRCUMSTANCES LEADING
TO THE FILING OF THESE CHAPTER 11 CASES
44. As noted above, in January, 2008, the Bank of Scotland
declared a default on the nearly $1 billion in secured debt owed by various
Anderson entities, including the Debtors as well as entities involved in
developments outside Hawaii. The development of Hokuli'a effectively
stopped. In order to facilitate the disposition of the various Anderson loans, the
Bank of Scotland and its advisors concluded that it should sever the cross-
collateralized U.S.-based indebtedness of the former Anderson entities into three
geographic "baskets": one each for Hawaii, New Mexico, and Arizona.
Accordingly, in October, 2011, the Anderson debt and collateral held by the
Bank of Scotland was severed and separated. Oceanside, Front Nine, Pacific
Star, and certain related non-debtor entities, remain liable for the Hawaii-based
debt in the principal amount of approximately $494 million, secured by the
Hokuli'a Project and the Keopuka Project (the "Hawaii Loan"); but they are no
longer liable for the debt associated with the former Anderson projects outside
Hawaii.
45. On or about December 28, 2012, Sun Kona Finance I, LLC,
a Delaware limited liability company ("SKF I"), closed its acquisition of the
2303895c.docx 23
ii i 1 t p)Lc �,." °{� wig e�Si9 A&Q ON' FiS'et 2 1F...)(" .,'061 13 s , q ) 23 e?;
Hawaii Loan — the post-severance component of the Bank of Scotland debt
secured by Hawaii assets. As of December 31, 2012, the aggregate outstanding
balance of the Hawaii Loan was $625,186,775.39, inclusive of principal,
interest, and protective advances.
46. Pursuant to the rights it had succeeded to under the loan
documents, SKF I replaced the management of the Debtors. On January 12,
2013, (1) the general partner of Oceanside appointed me President/General
Manager, Chief Financial Officer, Sales and Marketing Director, and
Development/Construction Manager of Oceanside; (2) the manager of Front
Nine appointed me President, Secretary, and Treasurer of Front Nine; and
(3) the manager of Pacific Star appointed me President, Secretary, and Treasurer
of Pacific Star.
47. Development of the Hokuli'a Project and the intended future
development of the Keopuka Project has been severely hindered over the years
by the adverse events and circumstances set forth above. During that time, the
Debtors have incurred significant secured and unsecured debt.
48. The Debtors have commenced these proceedings in order to
propose a plan (or plans) of reorganization that will restructure and resolve the
Debtors' secured and unsecured debt in accordance with the Bankruptcy Code,
2303895c.docx 24
will allow the Debtors' development projects to proceed, and will permit their
respective creditors to receive payment in excess of the liquidation value of their
claims.
49. Although the Debtors have not yet filed their bankruptcy
schedules and Statements of Financial Affairs, they expect to do so shortly. At
this time, the Debtors estimate that the total value of Oceanside's property is
approximately $44.5 million; that the total value of Front Nine's property is
approximately $18.3 million; and that the total value of Pacific Star's property is
approximately $5.3 million. Each of the Debtors appear to be jointly and
severally liable to SKF I in an amount exceeding $625 million, which debt is
secured by liens on substantially all of each of the Debtor's assets. Other
claims, both secured and unsecured, bring Oceanside's estimated liabilities to
approximately $684.7 million; Front Nine's liabilities to approximately $646.6
million, and Pacific Star's liabilities to approximately $627.3 million.
VII.
FIRST DAY MOTIONS
50. The Debtors are filing concurrently herewith various "first
day" motions and applications. The relief requested in the motions and
applications will enable the Debtors to continue to operate effectively.
2303895c.docx 25
,.. .. ;.: ;.Inkr9. `e'e_;y (;{ 4 q‘L 4 ,,...003t,.3 1 ,kt fe-o 0. ,'0 r <) r
Accordingly, the Debtors request that all of the "first day" motions and
applications be granted in their entirety.
A. Application for Order Authorizing Retention of
General Counsel (Gelber, Gelber & Ingersoll)
51. In the Application for Order Authorizing Retention of
General Counsel (Gelber, Gelber & Ingersoll) (the "Application for Retention of
General Counsel"), the Debtors moves the Court for an order authorizing the
Debtors to retain the law firm of Gelber, Gelber & Ingersoll ("GG&I") as their
general counsel for these Chapter 11 bankruptcy proceedings.
52. The Debtors have determined that they require a law firm to
represent them in these bankruptcy proceedings. The Debtors wish to retain
GG&I as their general counsel.
53. GG&I has had considerable experience in cases involving
reorganization under the Bankruptcy Code and it is in the best interest of the
estates that GG&I be employed to represent the Debtors. GG&I's retention
should be effective as of the date upon which the voluntary petitions
commencing the Debtors' cases were filed.
54. I have reviewed the Application for Retention of General
Counsel and all the statements of facts contained therein are true and correct to
the best of my knowledge, information, and belief.
2303895c.docx 26
55. I believe that the Application for Retention of General
Counsel is in the best interest of the Debtors and that it should be granted.
B. Motion for Joint Administration
56. In the Motion for Joint Administration (the "Motion
Respecting Joint Administration"), the Debtors seek to obtain for their
respective estates the efficiencies provided by joint administration of these
Chapter 11 cases.
57. As illustrated in the chart below, 100% of the outstanding
voting securities of each of the three Debtors (i.e., Oceanside, Front Nine and
Pacific Star) is held or controlled indirectly by LAFC Hawaii Holding
Company, LLC, a Delaware limited liability company. Thus, both Front Nine
and Pacific Star are statutory affiliates of Oceanside.
2303895c.docx 27
...#.E0`..R. a..at '.3 it 1 v 01r:a z o Sd..tY .�>P+..} ,i s g f dE. F' 7 )if
LAFC Hawail
Holding Company, Debtors Organizational
LLC Structure
100% I 100%
1 I
I Hokulia Holding ( Keopuka Holding
Co.LLC Co.LLC
100% 1% 100% 100%
Red Hill 1290,Inc. Front Nine Keopuka Pacific
Holding,Inc. Holding,Inc.
99% 1% 99% 99% 1%
1250 Oceanside Front Nine,LLC PaclFlc Star
Partners Company,LLC
58. Moreover, the businesses of Oceanside, Front Nine, and
Pacific Star, are deeply intertwined. Substantially all of the assets of each are
related to the Hokuli'a Project or the Keopuka Project. As set forth in
section V.A above, the Debtors appear to be jointly and severally liable on a
secured loan arising from the development of Hokuli'a, currently held by Sun
Kona Finance I, LLC ("SKF I"). To the best of the Debtors' present knowledge,
the SKF I liens encumber substantially all of each of the Debtor's assets.
59. The entry of an order of joint administration of the Debtors'
cases, pursuant to Fed. R. Bankr. P. 1015(b), is in the best interest of the
Debtors' estates and creditors. Such an order will avoid unnecessary costs and
delay by eliminating duplicative filings with this Court and duplicative notices
2303895c_docx 28
p a p, �t 7
4.r ��. 3%�I�a"s��Lt��?.._�' (. 1„N�. I°3..�s��<,�_ �t,..a .�_ $ _ .�50� .. �.:.�z ���(�€r�i t�� � t��� . �.: a.,.i
to creditors, thereby facilitating the efficient and economical administration of
the Debtors' estates.
60. An order of joint administration is procedural in nature. No
substantive rights of any of the Debtors or their respective creditors are intended
to be, or will be, affected by an order of joint administration.
61. I have reviewed the Motion Respecting Joint Administration,
and all the statements of fact contained therein are true and correct to the best of
my knowledge, information, and belief.
62. I believe that the Motion Respecting Joint Administration is
in the best interests of the Debtors and that it should be granted.
C. Motion for Authority to Pay Pre-Petition Wages
and Other Employment-Related Costs and
Expenses and to Honor Vacation and Sick Leave
Rights
63. In the Motion for Authority to Pay Pre-Petition Wages and
Other Employment-Related Costs and Expenses and to Honor Vacation and Sick
Leave Rights (the "Motion Respecting Wages and Benefits"), the Debtors move
the Court for an order authorizing the Debtors to pay to or for their continuing
employees (including one person employed on an "independent contractor"
basis), in the regular course of the Debtors' businesses, accrued but unpaid
employment-related costs and expenses that arose pre-petition, including,
2303895c.docx 29
s , ,v Corot a i?' Pik s .4 i T t: 2 r , 1 `5 a s 29 0= 4;
without limitation, as applicable, pre-petition wages, salaries, payroll taxes,
other required contributions, health and other insurance, and the employer's
contribution to any pension, profit sharing, or retirement plan (hereinafter
collectively referred to as "Pre-Petition Employment Expenses"), and to honor,
in the regular course of the Debtors' business and in the Debtors' business
discretion, pre-petition accrued vacation and sick leave rights of the Debtors'
continuing employees.
64. As of the date of the petitions for relief under Chapter 11 of
the Bankruptcy Code filed herein by each of the Debtors, the Debtors employed
three (3) regular active full-time employees and one (1) person on an
"independent contractor" basis, who provide a myriad of services to the Debtors.
In addition, I am employed by Oceanside as its President/General Manager,
Chief Financial Officer, Sales and Marketing Director, and
Development/Construction Manager, by Front Nine as its President, Secretary,
and Treasurer, and by Pacific Star as its President, Secretary, and Treasurer.
65. The Debtors' employees (including myself) are collectively
paid (or have paid on their behalf) approximately $43,100.00 per month
(including salaries, wages, taxes, and benefits). The independent contractor
earns approximately $6,000.00 per month.
2303895c.docx 30
66. As of the commencement of these bankruptcy cases, no
employee was owed in excess of $11,725.00 as compensation (including
benefits) for Pre-Petition Employment Expenses for the pay period in which the
bankruptcy petitions were filed.
67. The Debtors believe that the total amount of unpaid and
outstanding Pre-Petition Employment Expenses consists solely of the salaries,
wages, and benefits that were earned or accrued after March 1, 2013, but prior to
the date of the filing of the Debtors' petitions. The Debtors anticipate they will
have sufficient cash on hand to pay this nominal amount.
68. In addition, the Debtors offer their employees other forms of
compensation, including vacation time and paid sick leave. These forms of
compensation are usual, customary, and necessary, if the Debtors are to retain
qualified employees to operate their businesses.
69. Specifically, through a multipurpose time-off program called
"Paid Time Off' ("PTO"), eligible employees of the Debtors accrue paid time
off to be used to cover vacation time, sick leave, and personal, business, or
emergency time off. The length of an individual's service determines the
amount of PTO accrued by that individual. After sixty (60) days of service, all
full-time employees are eligible to start to accrue PTO time at a rate of 4.62
2303895c.docx 31
Z d S? Ta fz "" t a+`�•.�,'2,d 'g � ; 13ki Owl 0 dkv=13
hours per pay period. All directors and officers of the Debtors are entitled to
start accruing PTO time at the rates of 6.16 hours and 7.70 hours, respectively,
per pay period immediately upon being hired. The rate of PTO accrued
increases with the number of years of service of the employees, directors, and
officers.
70. Unused PTO is paid to an employee upon severance of
employment.
71. The Debtors permit the carryover of a maximum of one
hundred fifty (150) hours of accrued but unused PTO from one year to the next.
72. There is a maximum amount of PTO allowed to be accrued.
An employee, director, or officer cannot accrue more than two hundred (200)
hours of PTO.
73. The Debtors estimate that, as of March 1, 2013, the three (3)
regular employees of the Debtors had accrued vacation time with an aggregate
value equal to $22,818.02.
74. I assumed my above-mentioned positions with the Debtors
on January 12, 2013, but my direct employment by the Debtors began effective
March 1, 2013. Accordingly, my accrued PTO time is only the amount of time
2303895c.docx 32
Kin'43 003f11 A_ k' 't2 d il$ fi 03,06113 ,2 � ®,:
that has actually accrued between March 1, 2013, and the date that the Debtors'
petitions were filed. This amount is negligible
75. Furthermore, the Debtors provide their employees with
medical benefits pursuant to one of three different medical plans provided in
conjunction with Hawaii Medical Service Association and Kaiser Permanente
(collectively, the "Medical Plans").
76. The Debtors pay one hundred percent (100%) of the
premium cost for their employees to participate in the Medical Plans. The
Debtors also pay fifty percent (50%) of the premium under the Medical Plans
for the family or dependent of an employee.
77. The Medical Plans cost the Debtors approximately $2,100.00
per month (which is included in the monthly amount for wages, salaries, taxes,
and benefits).
78. Additionally, the Debtors provide workers' compensation
insurance to all employees to the extent required by law.
79. Further, the Debtors routinely withhold from employee
paychecks certain amounts that the Debtors are required to transmit to third
parties. Examples of such withholdings may include Social Security, FICA,
federal and state income taxes, garnishments, health-care payments, retirement
2303895c.docx 33
Cms$- .. ! su'a::I$$ 13-00,3,53 teat 14, 2 $ :a i. 03 OG/IA 17%itie 33 of `,(1
fund withholding, and charitable donations. All payroll liability and funds
relating to such amounts are disbursed as required.
80. The Debtors believe that such withheld funds, to the extent
that they remain in the Debtors' possession, constitute monies held in trust and,
therefore, are not property of the Debtors' bankruptcy estates.
81. Finally, the Debtors' employees would suffer a severe
hardship if they were to lose (or suffer a delay in receiving) their pay and
benefits.
82. The Debtors have attempted to pay their employment
expenses on a current basis. Some employment expenses for the period
immediately before the filing of the petitions, however, have not been paid,
primarily because the petitions were filed after the employees' entitlements had
accrued but before payment was due.
83. The Debtors have determined that, in order to ensure that the
employees remain with the Debtors, and in order to maintain employee morale
and productivity, it is necessary to pay, in the ordinary course of the Debtors'
businesses, the Pre-Petition Employment Expenses that are owed to, or payable
for the benefit of, the Debtors' current employees as set forth in this motion.
Payment of these amounts will encourage the employees to continue to work for
2303895c.docx 34
B-3 kr s-tcv Court ,..n ,y .. �,� e,.,, ? 13k11;'
.+k. 1f 1!e, 0:0(3i ,-)0
the Debtors, thereby avoiding potential disruption in the Debtors' businesses and
promoting the prospects for the Debtors' continued operations, and ultimately
enhancing potential recoveries for the creditors.
84. I have reviewed the Motion Respecting Wages and Benefits,
and all of the statements of fact contained therein are true and correct to the best
of my knowledge, information, and belief.
85. I believe that the Motion Respecting Wages and Benefits is
in the best interest of the Debtors and that it should be granted.
D. Motion for Order (A) Prohibiting Utilities from
Altering, Refusing, or Discontinuing Services and
(B) Providing Adequate Assurance of Payment to
Utility Providers
86. In the Motion for Order (A) Prohibiting Utilities from
Altering, Refusing, or Discontinuing Services and (B) Providing Adequate
Assurance of Payment to Utility Providers (the "Motion Respecting Utilities"),
the Debtors move the Court for an order (a) prohibiting all utilities providers of
the Debtors from altering, refusing, or discontinuing services to the Debtors, and
(b) providing those utilities providers with adequate assurance of payment.
87. In order for each of the Debtors to operate, various utility
services are or may be required (such as water, electricity, sewer services, cable,
Internet and/or telephone service). A list of utility companies and other
2303895c.docx 35
S, ri kru t ,i Court "< uJuii ,111-0035:3 DM :' " lio d ge 3! of;2()
providers of utility services is attached to the Motion Respecting Utilities as
Exhibit "A."4
88. Uninterrupted utility services are essential to ongoing
operations and, therefore, to the success of each of the Debtors' reorganization.
If the utility companies listed in Exhibit "A" to the Motions Respecting Utilities
(and other similar utility providers) were to discontinue service, the Debtors'
businesses would be severely disrupted. It is therefore critical that utility
services continue uninterrupted.
89. To the best of Debtors' knowledge, the Debtors have paid all
amounts owed to every utility provider as and when due.5 No utility bill is
4 The relief sought in the Motion Respecting Utilities pertains to all of the utility
companies providing utility services to the Debtors, whether or not they are
included in Exhibit "A." The inclusion or failure to include any entity in Exhibit
"A" to the Motion Respecting Utilities is not an admission by the Debtors that
the entity is or is not, as the case may be, a utility within the meaning of
Bankruptcy Code § 366, and the Debtors reserve their rights with respect to the
determination of that issue. If the Court determines that a separate motion and
hearing is required, the Debtors reserve their rights, if necessary, to file an
motion for an order prohibiting such utilities from altering, refusing, or
discontinuing services and providing adequate assurance of payment to those
utility providers. Additionally, Oceanside is currently the account holder and
pays for all the utilities. Certain utility services eventually may be used by the
other Debtors. Accordingly, the relief requested by the Motion Respecting
Utilities should be applicable to all the Debtors.
2303895c.docx 36
Bankruptcy Court -- Fia\A%>;a11 = ) 00353 like 4 . ,-sled 03100 1'3. P E qe
currently overdue. For certain utilities, the Debtors have not been billed for
services rendered in the period immediately prior to the petition date.
90. Because Oceanside has paid all amounts due and owing to
utility providers, as and when due, the Debtors believe that such history of
current payment should serve as adequate assurance of future payment.
91. If the Court determines that additional adequate assurance of
payment is required for any utility provider listed on Exhibit "A" to Motion
Respecting Utilities, the Debtors seek permission to provide additional adequate
assurance of payment to such utility provider by paying said requesting provider
for its utility service in advance, instead of in arrears. In other words, the
Debtors will prepay the approximate cost of the Debtors' utility consumption for
one month to each such utility provider for each month that the utility service is
used. The Debtors will determine the amount which it will pre-pay each
requesting utility provider by paying in the ordinary course of business
approximately the same amount it was charged for that utility during the
preceding month.6
5 As mentioned previously, only Oceanside currently receives bills from utility
providers.
If the amount pre-paid to a utility provider is later determined to be insufficient
to pay fully the consumption of that utility service for a given month, the
2303895c.docx 37
ti,S ,_.»i-$.3iK6 C#p tc.3 Court 3 [ iv>.`C-,.e Y;' ,.. ..3 n1t. If ,... File ti Ci .:6,1 w: Pour?, 37 of x.51'
92. I have reviewed the Motion Respecting Utilities, and all the
statements of fact contained therein are true and correct to the best of my
knowledge, information, and belief.
93. I believe that the Motion Respecting Utilities is in the best
interests of the Debtors and that it should be granted.
E. Motion for Order Authorizing (I) Continued
Maintenance of Existing Bank Accounts, (II)
Continued Use of Existing Business Forms, and
(III) Post-Petition Clearance, in the Ordinary
Course of Business, of Checks Issued Pre-Petition
94. In the Motion for Order Authorizing (I) Continued
Maintenance of Existing Bank Accounts, (II) Continued Use of Existing
Business Forms, and (III) Post-Petition Clearance, in the Ordinary Course of
Business, of Checks Issued Pre-Petition (the "Motion Respecting Bank
Accounts, Business Forms, and Clearance of Checks"), the Debtors move the
Court for an order authorizing (a) the continued maintenance and use of its
particular Debtor customer will pay the shortfall in the normal course of
business as and when it becomes due. On the other hand, if the amount prepaid
to a utility provider exceeds the amount that is actually due to that utility
provider for that month, the utility shall credit the excess amount to that Debtor's
account for the following month and the amount prepaid by that Debtor to that
utility provider for the following month shall take that credit into account.
2303895c.docx 38
y t".
+.„ .,�. B 1n(_k t _j „) Hied 03/06' 1,, ...8 .a
existing bank accounts and a waiver of the requirements that the Debtors' bank
accounts be closed and that new debtor-in-possession bank accounts be opened;
(b) the continued use of the Debtors' business forms and checks (provided,
however, that the Debtors will type or stamp on its checks "Debtor-in-
Possession, Case No. , U.S.B.C. Hawaii"), and (c) the post-petition
clearance, in the ordinary course of business, of the checks issued by the
Debtors pre-petition.
The Debtors' Existing Bank Accounts
95. The Debtors maintain the following bank accounts:
(a) A business checking account (the "General Account")
at Bank of Hawaii, Account No. XXXX-XX7918. Historically, the
purpose of this account is to collect receipts from the operation of
Oceanside and to pay Oceanside's payroll and accounts payable.
Oceanside intends to close this account and transfer any remaining
funds into Account "1897."
(b) A business checking account (the "Oceanside
Checking Account") at Wells Fargo Bank, Account No.
XXXXXX 1897. The purpose of the Oceanside Checking Account
is to pay the various administrative expenses and accounts payable
of Oceanside. Additionally, it is from this account which
Oceanside disburses payroll checks to its employees.
(c) A business checking account at Wells Fargo Bank,
Account No. XXXXXX1830. The purpose of this account is to
deposit and disburse funds for expenditures of the operation of
Front Nine's business.
2303895c.docx 39
9 R __
(d) A business checking account at Wells Fargo Bank,
Account No. XXXXXX1848. The purpose of this account is to
deposit, and disburse funds for expenditures of the operation of
Pacific Star's business.
96. The balances of the accounts identified in subparagraphs (a)
through (d) above (the "Debtors' Accounts") are set forth in Exhibit "A"
attached to the Motion Respecting Bank Accounts, Business Forms, and
Clearance of Checks.
97. The Debtors' Accounts allow the Debtors to (a)monitor and
pay their respective expenses, (b) deposit funds more efficiently, (c) ensure
availability of funds when necessary, and (d) reduce administrative expense.
The use of the Debtors' Accounts constitute ordinary, usual, and essential
business practices.
98. The Debtors opened certain of the Debtors' Accounts with
Wells Fargo Bank to facilitate Debtors' banking activities because the Wells
Fargo is a national banking institution and the Debtors maintain their main
corporate office in Roseville, California, and an administrative office in
Scottsdale, Arizona. Wells Fargo Bank is listed as an authorized depository by
U.S. Trustee Region 17 (Northern and Eastern Districts of California) and
Region 14, (District of Arizona).
2303895c.docx 40
c 9 $! {' $'d E� ' g 1 n,i. (1.3:t t i,J 3t ? ,s. )a
�..� g �. l.,ri�" ,��
99. The Debtors' operations require that the Debtors' Accounts
continue during the pendency of the Chapter 11 cases.2 If the Debtors are
required to close the Debtors' Accounts and open new accounts, their business
operations would be disrupted, which would, in turn, have an adverse impact on
the Debtors' ability to reorganize. Accordingly, maintenance of the existing
Debtors' Accounts is in the best interests of all creditors and other parties in
interest.
100. The Office of the United States Trustee has established
guidelines with respect to bank accounts maintained by debtors-in-possession.
These guidelines require that, in the ordinary case, the debtor-in-possession
must, among other things: (a) close all existing bank accounts and open new
debtor-in-possession bank accounts; (b) establish one debtor-in-possession
account for all estate monies required for the payment of taxes, including payroll
taxes; (c) maintain a separate debtor-in-possession account for cash collateral;
and (d) obtain checks for all debtor-in-possession accounts which bear the
designation "Debtor-In-Possession."
2 Oceanside may determine in its business discretion to close its General
Account and consolidate the funds in the Oceanside Checking Account (which
steps, if taken, would be reflected in the Debtors' Monthly Operating Reports.)
2303895c.docx 41
a k! t }tcy Court g ;i; ;; 1 (V;35,, nk ?x ..) 1:,!,:d t f 3S paq,, i y'
101. Because of the nature of the Debtors' cases, and the nature
and extent of the Debtors' operations, the Debtors seek a waiver of the
requirements of the Office of the United States Trustee (provided, however, that
the Debtors will type or stamp the designation "Debtor-in-Possession, Case No.
, U.S.B.C., Hawaii" on each of the Debtors' checks). The benefits of
imposing the requirements of the Office of the United States Trustee in this case
are outweighed by the cost and disruption of having to open new accounts,
obtaining new check stock, and the like.
102. Instead, the Debtors will note the date and time the Chapter
11 petition was filed, and the records will reflect each post-petition receipt and
disbursement.
103. Accordingly, the Debtors request that the existing accounts
be deemed debtor-in-possession accounts, and that their maintenance and
continued use be authorized.
The Debtors' Business Forms
104. The Debtors also request that they be authorized to continue
to use all correspondence and business forms (including without limitation,
letterheads, purchase orders, and invoices) existing immediately prior to the date
2303895c.docx 42
.... �y, t..s y \...x.39,...4, .00 ' �. �:`x ! . ,} 0..3<.- 3 Y✓ 4 .., ;?l..
the Debtors filed for bankruptcy, without reference to the Debtors' status as a
debtor-in-possession.
105. Each of the Debtors' vendor creditors will receive direct
notice of the commencement of these cases.
106. Changing correspondence and business forms would be a
needless expense, unnecessary, and burdensome to the Debtors' estates and
disruptive to the Debtors' business operations. For these reasons, the Debtors
request that they be authorized to use existing business forms.
Post-Petition Clearance of Pre-Petition Checks
107. The Debtors also request that checks issued pre-petition,
which have not cleared their respective accounts as of the filing date, be allowed
to clear their accounts post-petition, in the ordinary course of business.
108. The Debtors' business will be greatly disrupted if the
outstanding checks are not allowed to clear the Debtors' accounts post-petition.
Most of the checks were issued to pay for expenses (including employees'
wages) incurred in the ordinary course of the Debtors' business. If these checks
are not honored, and the creditors are not paid, some, perhaps most, would likely
cease doing business with the Debtors; post-petition creditors would lose
confidence that they will be regularly paid for goods and services, with the
2303895c.docx 43
t € Lh-P,\JC':., tl " a 3 (Et fYY1 ;lit ...i!e n ",1r; ° . .; .7
consequence that necessary goods and services would be more difficult to
obtain.
109. The Debtors believe the checks outstanding and in transit are
set forth in Exhibit "B" to the Motion Respecting Bank Accounts, Business
Forms, and Clearance of Checks (although the exact amount will be determined
when bank statements are received). All amounts paid by the outstanding
checks were paid with funds furnished by the Debtors' senior secured lender as a
protective advance (and, therefore, are purportedly subject to the lender's senior
security interest) in order to keep the Debtors in operation. The adverse effects
on the Debtors' operations from bounced checks (especially those payable to
vendors and to employees)will greatly outweigh any adverse effects of allowing
the outstanding checks in transit to clear. All creditors will benefit if the Debtors'
operations are preserved and the Debtors are permitted to reorganize.
110. Accordingly, the Debtors request that the outstanding checks
issued pre-petition be allowed to clear the Debtors' bank accounts post-petition,
in the ordinary course of business.
111. Without the relief requested in the Motion Respecting Bank
Accounts, Business Forms, and Clearance of Checks, the Debtors' business will
be disrupted and suffer adverse consequences.
2303895c.docx 44
,..I S BanioE.i .`tcy CC.)h r t F!:c 03/06/13 6!/13 P, o .: !;r:
112. I have reviewed the Motion Respecting Bank Accounts,
Business Forms, and Clearance of Checks, and all statements of fact contained
therein are true and correct to the best of my knowledge, information, and belief.
113. I believe that the Motion Respecting Bank Accounts,
Business Forms, and Clearance of Checks, is in the best interests of the Debtors
and that it should be granted.
F. Motion for Order Authorizing Debtors to Obtain
Interim and Final Post-Petition Financing on a
Secured and Superpriority Basis and Scheduling
Final Hearing
114. In the Motion for Order Authorizing Debtor to Obtain
Interim and Final Post-Petition Financing on a Secured and Superpriority
Basis and Scheduling Final Hearing (the "DIP Finance Motion"), the
Debtors move the Court for an order authorizing post-petition financing
necessary to the administration of the Debtors' estates and the conduct of
these Chapter 11 cases.
115. The Debtors seek approval of a debtor-in-possession
revolving line of credit (the "DIP Loan") from Sun Kona Finance I, LLC,
in the maximum aggregate amount of two million five hundred thousand
dollars ($2,500,000), i.e., each Debtor may drawn on the line of credit, but
the aggregate amount of Sun Kona Finance I, LLC's extension of credit to
2303895c.docx 45
3....3 '... t. 2 3 16.8 i Tt v lit {9 t� Yr f3a E� F „1`..t A 4.�.i &.,!F C",'O.t 4-l i e(: 0 a _�_3 f -:;::3 d" l
all Debtors is two million dollars. The term of the DIP loan is 24 months,
with interest at six percent (6%) per annum, all principal and interest
payable at maturity. The DIP Loan will be secured by a first priority lien
on all presently unencumbered assets, if any, and junior liens on all other
assets, and will be an administrative claim with priority over all other
administrative claims (with the exception of a "carve-out").
116. To the best of the Debtors' current knowledge, the only assets
not encumbered by the liens of SKF I are:
A. The Ackerman Property which is encumbered by the
"carry-back" note and mortgage described in paragraph 41 above.
B. The Debtors' interest in the lot purchaser carry-back
notes and mortgages, which are pledged to secure the Textron Loan, as
described in paragraph 42 above. The Textron Loan is now held by Sun Kona
Finance II, LLC, an affiliate of the Lender.
C. The Debtors' four (4)titled vehicles.
D. The Debtors' Avoidance Actions.
117. The Debtors do not have any current source of income
available to pay their ongoing operating expenses or to cover the administrative
costs to be incurred in their reorganization proceedings. In the time period
2303895c.docx 46
g {p W
J, <.....In KIHIVEC 4_ 46.�: - c..$x.a..x. i7 tiE 3D3 Di .._ tE 11 ,310i"/1,, r '�,
immediately preceding the filing of the petitions, the Debtors' operating
expenses were covered by protective advances from SKF I.
118. The Debtors have not been able to obtain financing for the
Debtors on an unsecured or administrative basis. On behalf of the Debtors, I
have had discussions with various potential sources of financing, including
Kinetic Advisors and NextGen Capital (lenders to debtors-in-possession). The
lenders to whom I made inquiries acknowledged that the terms offered by SKF I
are better than the terms they might offer.
119. Among other advantages of the proposed DIP Loan, SKF I is
not charging the typical up front deposit, administrative, unused line, or exit
fees, nor does SKF I require an extensive "due diligence" review. Any other
lender would ordinarily require substantial additional time to conduct a "due
diligence" review, time that the Debtors simply cannot afford. Consequently,
the terms offered by Sun Kona Finance I, LLC are the best terms that the
Debtors have been able to negotiate.
120. I believe that the terms of the proposed DIP Financing are
reasonable under the circumstances, and that consummation of a loan will be in
the best interests of the bankruptcy estates and their creditors.
2303895c.docx 47
121. I have reviewed the DIP Finance Motion, and all of the
statements of fact contained therein are true and correct to the best of my
knowledge, information, and belief.
122. I believe that the DIP Finance Motion is in the best interests
of the Debtors and that it should be granted.
G. Application to Establish Interim Compensation
Procedure for Chapter 11 Professionals
123. In the Application to Establish Interim Compensation
Procedure for Chapter 11 Professionals (the "Application to Establish Interim
Compensation Procedure"), the Debtors move the Court for an order
establishing a procedure for interim compensation and reimbursement of
expenses for the Chapter 11 professionals retained in these case, in accordance
with the procedure set forth in detail in the Application.
124. The proposed procedure, if approved, would permit the
Debtors' professionals (and professionals appointed by any official committee)
to be compensated and reimbursed for expenses incurred on an interim basis and
in a reasonably contemporaneous manner, subject, however, to oversight and
review by the Debtors, the creditors, and the Court.
2303895c.docx 48
,,ii t"t,':Acy t t`t { -- Hay>q; I`i 06 Pk' it L# n ,',t'4., ca< IG6i 1,4 ',0
125. I have reviewed the Application to Establish Interim
Compensation Procedure, and all the statements of facts contained therein are
true and correct to the best of my knowledge, information, and belief.
126. I believe that the Application to Establish Interim
Compensation Procedure is in the best interests of the Debtors and that it should
be granted.
CONCLUSION
The Debtors intend to restructure and resolve their secured and
unsecured debt, pursuant to a plan or plans of reorganization proposed and
confirmed in accordance with the Bankruptcy Code, so that development of the
Hokuli'a Project can proceed to completion and to enable the future
development of the Keopuka property. I believe that the "first day" motions
and applications described above are important to the Debtors, their estates and
creditors, and other parties in interest, and that the likelihood of the Debtors'
success will be enhanced if the Court grants the relief requested.
2303895c.docx 49
ir, _ �.,h t ().s -,3 3
DATED: ///
rijt
CRAIG PICTT
DECLARATION OF CRAIG PICKETT IN SUPPORT OF"FIRST DAY" MOTIONS AND
APPLICATIONS,In re Oceanside Partners,Case No./3-00353;In re Front Nine, LW,Case No.
a-Dare/; In re Pacific Star Company, LLC dba Pacific Star Properties,Case No./a--eea.S.Trs
2303895c.docx 50
3. 1".lu 7tep (.. af..a Hi :413-00353 Dkal # _. Filed 0.3S06113 Page 50 of 5(
8 1(Qfljrlet Vane 11G12/111
United States Bankruptcy Court Voluntary Petition
District of Hawaii I ry
•
Name of Debtor(if individual,enter Last,First,Middle): Name of Joint Debtor(Spouse)(Lest,First,Middle):
1250 OCEANSIDE PARTNERS
All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years
(include married,maiden,and trade names): (include married,maiden,and trade names):
AKA OCEANSIDE;AKA 1250 OCEANSIDE;AKA HOKULPA
OR HOKULIA '
Last four digits of Soc.Sec.or Individual-Taxpayer I.D.(ITIN)No/Complete EIN Last four digits of Soc.Sec.or Individual-Taxpayer I.D.(ITIN)No/Complete SIN
gems tun ens,st st) (if mewl=eat,oats dl)
990278934
Street Address of Debtor(No.and Street,City,and State): Street Address of Joint Debtor(No.and Street,City,and State):
1380 Lead Hill Blvd,Suite 108
Roseville,CA
ZIP Code ZIP Code
1 95861
County of Residence or of the Principal Place of Business: 'County of Residence or of the Principal Place o?Business:
Placer
Mailing Address of Debtor(if different from street address): Mailing Address of Joint Debtor(if different from street address):
ZIP Code ZIP Code ■
I
Location of Principal Assets of Business Debtor County of Hawaii,State of Hawaii j
(if different from street address above):
Type of Debtor Nature of Business Chapter of Bankropley Code tinder Which
(Form of Organization)(Check one box) (Check one box) the Pelbioa in Filed(Check one box)
❑Individual(includes Joint Debtors) ❑Health Care Business ❑ Chapter 7
See R hiblt D on page 2 of the form, 0 Single Asset Real Estate as defined
❑Corporation(includes LLC and LLP) in 1l U.S.C.§101(SIB) ❑ �9 El Chapter 1S Petition for Recognition
PaMership ❑Railroad IN Chapter l 1 of Foreign Main Proceeding
❑Other Of debtor is not me of the above entities
❑Stockbroker ❑Chapter 12 ❑ Chapter 15 Petition for Recognition
dude this bar and state type of entity below.) ❑Commodity Broker ❑ Chapter 13 of Foreign Nonmain Proceeding
❑Cleating Bank
Chapter LS Debtor. •Other Nature of Debts
Country of debtors maw of main interests: Tex-Exempt Entity ((bode one boa)
(Cheek box,if applicable) ❑Debts are Roily consenter debts, III Ddb are primarily
Earth country in which a foreign proceeding ❑Debtor is a tax-exempt orge iraaim defined is 11 U.S.C.1 101(3)as business debts.
by,row:Wing,or against debtor is pending: under Tide 26 of the United States *incurred by an individual primarily for
Code(the Internal Revenue Code). a personal,family,or household purpose.,
Meg Fee(Check one box) Cheek one box: Chapter 11 Debtors
li Full Filing Fee stitched ❑ Debtor is it small busman debtor as defined in 11 US.C.1101(5ID).
III❑Filing Fee to be paid in instal/menu(applicable to individuals only).Must Debtor is not■areal business debtor as defined br 11 U.S.C.I]01(51D).
attach signed application for the court's consideration certifying diet the (bade if
debtor is unable to fee n installments.Rule t ❑ Debtor's noncmuageni liquidated debts(excluding debts owed to insiders or affiliates)
�Y except fib)'Sx Official are less than$2,343,300(amount subject to adjustment on 4/01/13 and yea r),
Form 3A. I �! every three n there
❑Filing Fee waiver requested(applicable to chapter 7 individuals only).Must Check�lan is bein died
attach signed application for the courts consideration.See Official Form 3B. ❑ A plain s es o Sled with this petidoa
❑ Acceptances of the plan were solicited prepetition from one or more dames of creditors,
in accordance with 11 U.S.C.1 1126(6).
Stattical/Admh•iatradve Information MIS SPACE IS FOR COURT USE ONLY
•Debtor estimates that funds will be available for distribution to unsecured creditors.
❑Debtor estimates that,after any exempt property is excluded and administrative expenses paid,
there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors
❑ ❑ ❑ • ❑ ❑ ❑ ❑ ❑ ❑
I- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER
49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Estimated Assets
❑ ❑ ❑ ❑ ❑ • ❑ ❑ ❑ ❑
Sob $50,001 to $100,001 to 5300,001 $1,000,001 $10,000,001 550,000,001 5100,000,001 3300,000,001 More dun
530,000 5100,000 5300,000 to Si to Ito to S50 to 3100 to$500 to SI billion SI billion
million million trillion million million
Estimated Liabilities
❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ • 0
Sob 530,001 to $100,001 b 5300,001 $1,000.001 510.000,001 $50,000,001 $100,000,001 5500,000,001 More than
550,000 5100,000 8500,000 to SI to Sl0 to S50 to 8100 to$500 to SI bilk= Will=
million million million malice million
3 :.s- f"grc� S°" elk--� _ }t' l '✓ t P v i � 1 � i.
s,.�.w.a. . � 4e6t� t let..-y �.> t,.a ;4;1�A�� s 8 i.�.�?.. .,.+ ._.'3°.� �° t 4 �g o�a.�7 ��.�1$t? .-i�, � t.,.= ads_
Bl(Octal Form 1x12!11) Page 2
Voluntary Petition Name of Debtor(s):
1250 OCEANSIDE PARTNERS
(This page must be completed and filed in every case)
All Prior Bankruptcy Cases Filed Within Last S Years(If more than two,attach additional sheet)
Location Case Number: Date Filed:
Where Filed: -None-
Location Case Number. Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse,Partner,or Affiliate of this Debtor(If more than one,attach additional sheet)
Name of Debtor. Case Number. Date Filed:
-None-
District: Relationship: Judge:
Exhibit A Exhibit B
(To be completed if debtor is an individual wbose debts we pei nanly consume debts.)
(To be completed if debtor is required to file periodic reports(e.g., I,the attorney for the petitioner named in the foregoing petition,declare that I
forms 10K and 10Q)with the Securities and Exchange Commission have informed the petitioner that[he or she]may proceed under chapter 7,11,
pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 12,or 13 of title 11,United States Code,and have explained the relief available
and is requesting relief under chapter 11.) under each such chapter.I further certify that I delivered to the debtor the notice
required by 11 U.S.C.1342(b).
❑ Exhibit A is attached and made a part of this petition. X
Signature of Attorney for Debtor(s) (Date)
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety')
❑ Yes,and Exhibit C is attached and made a part of this petition.
❑No.
Exhibit D
(To be completed by every individual debtor.If a joint petition is filed,each spouse must complete and attach a separate Exhibit D.)
❑ Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
❑ Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor-Venue
(Check any applicable box)
❑ Debtor has been domiciled or has had a residence,principal place of business,or principal assets in this District for 180
days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
❑ There is a bankruptcy case concerning debtor's affiliate,general partner,or partnership pending in this District.
❑ Debtor is a debtor in a foreign proceeding and has its principal piece of business or principal assets in the United States hr
this District,or has no principal place of business or assets in the United States but is a defendant in an action or
proceeding[m a federal or state court]in this District,or the interests of the parties will be served in regard to the relief
sought in this District
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes)
❑ Landlord has a judgment against the debtor for possession of debtor's residence.(If box checked,complete the following)
(Name of landlord that obtained judgment)
(Address of landlord)
❑ Debtor claims that under applicable nonbankruptcy law,there are circumstances under which the debtor would be permitted to cure
the entire monetary default that gave rise to the judgment for possession,after the judgment for possession was entered,and
❑ Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period
after the filing of the petition.
❑ Debtor certifies that he/she has served the Landlord with this certification.(I 1 U.S.C.§362(1)).
�, s. Bankruptcy Court.=ur g '' ?1? r t a Did } ,E't g 0106/1? Page
BI(Omelal Form 1x12/11) Page 3
Voluntary Petition Name of Debtor(s):
1250 OCEANSIDE PARTNERS
(This page must be completed and filed In every case)
Signatures
Signature(a)ofDebtor(s)(Individual/Joint) Signature of a Foreign Representative
I declare under penalty of pciiuty that the Information provided in this I declare under penalty of perjury that the inlbmtation provided in this petition
[Ipetition Is true and comet is true and correct,that I am- the foreign representative ofa debtor in a tbroign
Ifpetitioner is an individual whose debts are primarily consumer debts and proceeding,and that I em authorized to filo this petition.
has chosen to file under chapter 7]I am aware that I may proceed under
chapter 7,11 12,or 13 of title 11,United States Code,understand the relief (cheer only One box.)
available under each such chapter,and choose to proceed under chapter 7. D I request relief in accordance with chapter 15 of title 11.United States Code.
Pine attorney represents me and no bankruptcy petition preparer signs the Certified copies of the documents required by 11 U.S.C.§1515 are attached.
petition]I have obtained and read the notice required by t 1 U.S.C.4342(b). 0 Pursuant to I1 U.S.C.41511,I request relief in accordance with the chapter
I request relief in accordance with the chapter of title l 1,United States Code, of tkle 11 specified in this petition.A certified copy of the order granting
specified in this petition. recognition of the foreign main proceeding is attached.
X
X Signature of Debtor Signature of Foreign Representative
X Printed Name of Foreign Representative
Signature of Joint Debtor
Date
Telephone Number(If not represented by attorney) Signature of Non-Attorney Bankruptcy Petition Preparer
•Date I dedare under penalty of penury that(l)I am a bankruptcy petition
preparer as defined bs 11 U.S.C.¢110,(2)I prepared ttyhis document for
Signature of Attorney* and thenottiices and information required the ired under with I U.S.C.44h document(b),
1 I end 342(b); "q been 44 Mu),or
X ��J ,Or�Y pursuant (.S.and.(3)h seas g a maximum hfee s services
gated
vf''C> pucsueat to t l U.S.C.¢1 lt7(h)setting a maximtvn foes for services
Signature of Attorney for Debtor(s) of the maximum amount before preparing any I have document for f ing for live
Don Jeffrey Gelber debtor or accepting any fee from the debtor,as required in that section.
Printed Name of Attorney for Debtor(s) Official Form 19 u
attached.
Gelber.Gelber$Ingersoll Printed Name and title,if any,of Bankruptcy Petition Preparer
Finn nn Name
745 Fort Street,Suite 1400
Honolulu,HI 98813 Social-Security number(if the bankruppcy petition preparer Is not
an individual,state the Social Security number of the officer,
principal,responsible person or partner of the bankruptcy petition
Address preparer.)(Requhed by 11 U.S.C.11110.)
(808)874-0188 Fax:(808)8318883
Telephone Number n�n Address
Date /!/
•ln a cue in which§707(bX4XD)applies,this signature also constitutes a x
certification that the attorney has no knowledge after an Inquiry that the
lntbrmstion In the schedules is incorrect
Date
Sigaeture of Debtor(Corporation/Partnersbip)
Signature of bankruptcy petition preparer or officer,principal,responsible
I declare under penalty of p e r j u r y that the information. .vided in this person or partner whose Social Security number to provided above
petition is true and coned,and that 1 have been au' •d to file this petition
on behalf of the debtor. Names and Social-Security numbers of all other individuals who prepared or
assisted in preparing this document unless the bankruptcy petition preparer is
The debtor requests rel' in cordance tb. ,''of tlils I I,United not an individual:
States Code,speci petition. �%
X_ '(
Signature of Au oll/zed idual
.Craig Pickett If more than one person prepared this document,attach additional sheets
Printed Name of Authorized Individual confbnning to the appropriate official fora for each person.
Preeitienf/Qeneral Manager/CFO 4 bonknquty patitlon prepares;failure to comply with the provisions of
Title of Authorized In title 11 and the Federal Rules of Bankruptcy Procedure m rent:in
°� Jlnes or imprlronment of both.l/U.S.C.¢110;18 U.S.0 1136.
Date
L i s a < ? i"1 °"i'ov Court } I:e;=L. 19 tT ` ; l . ' 1 i lei' d ( :"E, a" ' 3 ;
CERTIFICATE
of
RESOLUTIONS OF THE GENERAL PARTNER
of
1250 OCEANSIDE PARTNERS
Red Hill 1250,Inc., a Washington corporation(the "General Partner"),the sole
general partner of 1250 Oceanside Partners, a Hawaii limited partnership C1250 Oceanside "
or the "Company"), hereby certifies that the General Partner, pursuant to and in accordance
with 1250 Oceanside's Second Amended and Restated Limited Partnership Agreement dated
as of May 23, 2002, as amended by that certain Oceanside Partners Amendment Agreement
dated as of August 19, 2002, and by that certain Second Oceanside Partners Amendment
Agreement dated as of March 24, 2005 (the "Limited Partnership Agreement "), adopted the
following resolutions for, and on behalf of, 1250 Oceanside, which remain in full force and
effect and have not been amended,annulled,rescinded,or revoked as of the date hereof:
RESOLVED that the Company shall file a petition for relief
under Chapter 11 of the United States Bankruptcy Code and, in this
respect, the General Partner, acting through Craig Pickett, the sole
director of the Board of Directors of General Partner, and the
President/General Manager, and Chief Financial Officer, Sales and
Marketing Director, and Development Construction Manager of the
Company (or his successor or successors in office), is authorized, on
behalf of the Company,to execute all petitions,declarations, schedules,
statement of financial affairs, notices, and any other documents as may
be necessary or appropriate, and take such further actions as may be
necessary or appropriate to commence and prosecute a case and related
proceedings for relief under Chapter 11 of the Bankruptcy Code; and be
it further
RESOLVED that the Company shall continue the retention of
Gelber, Gelber & Ingersoll, A Law Corporation, of Honolulu, Hawaii,
as its bankruptcy and insolvency counsel in connection with its said
bankruptcy case and related proceedings under the Bankruptcy Code in
connection with said case and proceedings, and other matters; and be it
further
0601840.doc l
1...1.S, Bankruptcy court Hawaii :413 00.3:;$ Ok iii ca 03/1:) , 4 `"ti �3
RESOLVED that the General Partner, acting through Craig
Pickett, the sole director of the Board of Directors of General Partner,
and the President/General Manager, and Chief Financial Officer, Sales
and Marketing Director,and Development Construction Manager of the
Company(and his successor or successors in office),is authorized and
empowered to do and perform, or cause to be done and performed,any
and all such other acts, matters, and things as in the judgment of the
General Partner may be necessary or appropriate in order to effectuate
these Resolutions;and be it further
RESOLVED that the General Partner, acting through Craig
Pickett, as the sole Director of the Board of Directors of General
Partner, and the President/General Manager, and Chief Financial
Officer, Sales and Marketing Director, and Development Construction
Manager of the Company(and his successor or successors in office),is
authorized and directed to certify a copy of any or all of these
Resolutions (by original or facsimile signature) for any and all
purposes, including, but not limited to, the aforesaid bankruptcy
proceedings.
DATED: 7 171"- 1- 2013.
RED HILL 1250,INC.,
a Washington corporation,
Sole General Partner 1250 Oceanside Partners
By
Craig Pickett /14#
Sole Director
0601840,doc 2
�^s B {,gat uktfv Co qt. � �. ;a'�.i,. �� u ° �:•:��.�� �..'vt a hfC r):,?i`l,°1., '
84(Ofl1dal Form 4)(12107)
United States Bankruptcy Court
District of Hawaii
In re 1260 OCEANSIDE PARTNERS Case No.
Debtor(s) Chapter 11
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Following is the list of the debtor's creditors holding the 20 largest unsecured claims.The list is prepared in
accordance with Fed.R.Bankr.P. 1007(d)for filing in this chapter 11 [or chapter 9]case.The list does not include(1)
persons who come within the definition of"insider"set forth in 11 U.S.C.§101,or(2)secured creditors unless the value of
the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims.
If a minor child is one of the creditors holding the 20 largest unsecured claims,state the child's initials and the name and
address of the child's parent or guardian,such as"A.B.,a minor child,by John Doe,guardian." Do not disclose the child's
name. See 11 U.S.C.§ 112;Fed.R.Bankr.P.1007(m).
(I) (2) (3) (4) (5)
Name of creditor and complete Name,telephone number and complete Nature of claim(trade Indicate tfclaim is Amount of claim
mailing address including zip mailing address,including zip code,of debt,bank loan, contingent, (ifsecure(alto
code employee,agent,or department of creditor government contract unliquidated state value of
familiar with claim who may be contacted eta) disputed or security)
subject to setoff
SUN KONA FINANCE I,LLC D.GRIMSMAN Loan S Mortgage Unllquldated 828,326,776.39
C/O D.GRIMSMAN SUN KONA FINANCE I,LLC
2260 DOUGLAS BLVD., 2280 DOUGLAS BLVD.,SUITE 240 (24,476,028.30
SUITE 240 ROSEVILLE,CA 96881 secured)
ROSEVILLE,CA 96861 (918)773-1101
COUNTY OF HAWAII JOSEPH KAMELAMELA Note&Mortgage 20,000,000.00
333 KILAUEA AVENUE,2ND COUNTY OF HAWAII
FLOOR 333 KILAUEA AVENUE,2ND FLOOR (9,155,128.30
HILO,HI 98720 HILO,HI 98720 secured)
(808)961.8261
ACKERMAN RANCH,INC. ROY A.VITOUSEK m,ESQ. Purchase Money Unitquldatsd 13,416,700.00
P.O.BOX 716 76-170 HUALALAI ROAD,STE 8-303 Mortgage
KEALAKEKUA,HI 96750 KAILUA-KONA,HI 98740.1737 (5,892,000.00
(808)3294811 secured)
WHITE FAMLY TRUST DTD FRANCIS L JUNG,ESQ Claims In pending Contingent 3,500,000.00
6/26/99 75-170 HUALALAI RD,STE D-214 lawsuit(Chill No. Unliquldated
CIO RICHARD AND TONI KALUA-KONA,HI 96740 12.1.198K) Disputed
WHITE,TS (808)328.4862
784868 KUHINANUI ST.
KALUA-KONA,HI 96740
W.&V.BATISTE,INDIV.S A BERNARD BAYS,ESQ Claims In pending Contingent 2,983,222.00
AS TEES 1099 ALAKEA ST,16TH FLOOR lawsuit(Civil No. Unllquldaled
W.&V.BATISTE REV HONOLULU,HI 96813 12-1.00595K) Disputed
LIVING TRUST (808)523-9000
754471 KONA BAY DR
KAILUA-KONA,HI 96740
MARK a SUSAN PERRY FRANCIS L JUNG,ESQ Claims In pending Contingent 2,700,000.00
DAVIS,TEES 75-170 HUALALAI RD,STE D-214 lawsuit(Civil No. Unllquldated
2000 DAVIS FAMILY TR DTD KAILUA-KONA,HI 96740 12-1-199K) Disputed
6/2/2000 (808)3264852
865 S.FIGUEROA ST,12TH
FLR
LOS ANGELES,CA 90017 _
sd ewere Cogrt¢d(a)1908-2013 CCH INCORPORATE).www.beetease.com Best Case Berbaupecy
E.. (.0..(' )k 0'3/06/ Pnut.
B4(OMdNI Form 4)(127)-Coat
In re 1260 OCEANSIDE PARTNERS Case No.
Debtor(s)
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
(1) (2) (3) (4) (5)
Name of creditor and complete Name,telephone number and complete Nature of claim(trade Indicate((claim is Amount of claim
mailing address including sip mailing address,including sip code,of debt,bank loan, contingent, ft/secured also
code employee,agent,or department of creditor government contract, unliquidated state value of
familiar with claim who may be contacted etc.) disputed or security)
subject to setof
MICHAEL J.ROBERTS,IND FRANCIS L JUNG ESQ Claims In pending Contingent 2,300,000.00
&OBO 75-170 HUALALAI RD,STE D-214 lawsuit(CMI No. Unliquidatad
MJR,FLLP&MICHAEL J KALUA-KONA,HI 96740 12-1.268K) Disputed
ROBERTS INC (808)326-4852
6688 GUNPARK DR
BOULDER,CO 80301
J FREIMAN&8 MENDEL,IND A BERNARD BAYS ESC Claims in pending Contingent 1,921,724.00
&AS TEES 1099 ALAKEA STREET 16TH FLR lawsuit(CMI No. Unliquldated
J FREIMAN PSP HONOLULU,HI 96813 12.1-00596K) Disputed
20 SEAVIEW AVE (808)623-9000
NEWPORT,RI 02840
ALLEN,WM&TERRI LIVING FRANCIS L JUNG,ESQ Claims In pending Unliquidated 1,300,000.00
TRUSTS 75-170 HUALALAI RD,STE D-214 lawsuit(Clv.No. Disputed
C/O WM&TERRI ALLEN, KAILUA-KONA,HI 96740 12-1.051K)
TEES (808)328.4882
113 METATE PL.
PALM DESERT,CA 92260
SUNG HUN&NANCY FRANCIS L JUNG,ESQ Claims In pending Unliquldated 1,250,000.00
CHUNG IND&OBO 76-170 HUALALAI RD STE D-214 lawsuit(CMI No. Disputed
CHUNG FAMILY KAILUA-KONA,HI 96740 12-1-062K)
INVESTMENTS LLC (808)326.4852
73-1381 KIPAPA PL
KAILUA KONA,HI 96740
R L&T D DVORAK,INDV& R L&T D DVORAK,INDV&AS TEES Claims In pending Contingent 1,224,000.00
AS TEES R L DVORAK LTD TR DTD 12/11/2003 lawsuit(CMI No. Unliquldated
R L DVORAK LTD TR DTD 765 CHUCKANUT SHORE ROAD 12-1495K) Disputed
12/11/2003 BELUNGHAM,WA 98229
766 CHUCKANUT SHORE
ROAD
BELUNGHAM,WA 98229
.J HASSFURTHER TR8T FRANCIS L JUNG ESQ. Claims In pending Contingent 1,100,000.00
AGMT DTD 7131198 76-170 HUALALAI RD#0214 lawsuit(CMI No. Unllquidated
C/O JAN R.&THOS. KAILUA-KONA,HI 96740 12-1-451K) Disputed
HASSFURTHER,TR (808)3284862
1121 MELODY RD.
LAKE FOREST,IL 60045
KITCHELL CONTRACTORS KITCHELL CONTRACTORS INC. Fees end general Contingent 1,080,000.00
INC. 1707 E HIGHLAND,STE 200 excise tax claim Unliquldated
1707 E HIGHLAND,STE 200 PHOENIX,AZ 86016 Disputed
PHOENIX,AZ 86016 (602)2844411
HALE IRWIN HALE IRWIN Fees Unliquidated 866,000.00
8800 NORTH GAINEY 5720 N SAGUARO RD Disputed
CENTER DR. PARADISE VALLEY,AZ 85253
SUITE 279W
SCOTTSDALE,AZ 86258 _
Sotlwws Cop ii N(s)1906-2013 CCM MICORPORM'®-www.bertease.com Best Case 8enIm 4y
kl i. Ha, '1+il a Pi
B4(Official Form 4)(12/07)-Coat.
In re 1250 OCEANSIDE PARTNERS Case No.
Debtor(s)
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
(1) (2) (3) (4) (5)
Name.of creditor and complete Name,telephone number and complete Nature of claim(trade Indicate ffclabn Lc Amount of claim
mailing address including zip mailing address,including zip code,of debt,bank loan, contingent [jsecmed also
code employee,agent,or department of creditor government contract, unllqufdated, state value of
familiar with claim who may be contacted etc) disputed or security]
suddea to sele
NATIVE SUN BUSINESS JOHN D" EFRIES Management Unlquidated 800,000.00
GROUP,INC. NATIVE SUN BUSINESS GROUP,INC. consulting Disputed
C/O JOHN DEFRIES 73-1211A KAIMINANI DR.
73-1211A KAIMINANI DR. KAILUA-KONA,HI 96740
KAILUA-KONA HI 88740 (808)478-1556
ISEMOTO CONTRACTING ISEMOTO CONTRACTING CO.,LTD. Claim for retention Contingent 587,354.84
CO.,LTD. 7460395 QUEEN KAAHUMANU HWY amount Unuquldated
74-603513 QUEEN KAILUA KONA,HI 58740 Disputed
KAAHUMANU HWY (808)3294051
KALUA KONA,HI 88740
IRS OF THE ESTATE OF DENNIS A KRUEGER,ESQ. Lease rent UnIlquidaed 176,285.03
SP.BISHOP 75.6722 KUAKINI HWY STE 208 Keauhou office Disputed
ATTN:COMMERCIAL ASSET KAILUA-KONA,HI 88740
MANAGER (808)326-7664
567 S.KING ST.,STE 200
HONOLULU,HI 96813
LOT 163 LLC LOT 163 LLC Damage claim Unliquldated 150,000.00
C!O THOMAS CROSSWHITE C/O THOMAS CROSSWHITE related to lot and Disputed
P 0 BOX 2808 P O BOX 2808 membership
KAILUAKONA.HI 86740 KAILUA-KONA,HI 88740 purchase
IRONOATE(AKA JASON OROSFELD Project Contingent 100,000.00
WESTWOOD HOKUUA LLC) IRONGATE(AKA WESTWOOD management fee Unuquldaed
10880 WILSHIRE BLVD. HOKUUA LLC) Disputed
#2200 10880 WILSHIRE BLVD.#2200
LOS ANGELES,CA 80026 LOS ANGELES,CA 90025
,(310)500-2558
WES THOMAS& VVES THOMAS&ASSOCIATES Survey work; Unfquidaed 50,000.00
ASSOCIATES 754745 KALAWA ST. professional Disputed
76.5748 KALAWA ST. KAILUA-KONA,HI 96740 services
KAILUA-KONA.HI 96740
DECLARATION UNDER PENALTY OF PERJURY
ON BEHALF OF A CORPORATION OR PARTNERSHIP
1,the President/General Manager/CFO of the partnership named as the debtor in this case,declare under
penalty of perjury that 1 have read the foregoing list and that it is true and correct to the best of my information and
belief.
////i—c-
Date signature 4 l r
Craig`Pickett
President/General negeriCFO
Penalty for making a false statement or concealing property: Fine of up to x500,000 or imprisonment for up to 5 years or both.
18 U.S.C.§§ 152 and 3571.
Sates Cop/tight(c)19942013 CCN INCORRORAT()-wwr.bestcaee.con Best Case Bankruptcy
I�itit (i., ' C"db r dkV, ,+ 13-00303 4_4303 A t ;100 0,5 ,)6, 13 t
United States Bankruptcy Court
District of Hawaii
In re 1260 OCEANSIDE PARTNERS Case No.
Debtor
Chapter it
LIST OF EQUITY SECURITY HOLDERS
Following is the list of the Debtors equity accurlty holders which is prepared in accordance with Rule 1007(a)(3)for filing in this chapter 11 case.
Name and last known address Security Number Kind of
or place of business of holder Class of Securities Interest
HOKULPA HOLDING COMPANY,LLC 1% Limited Partner
C/O CRAIG PICKETT
1380 LEAD HILL BLVD,SUITE 108
ROSEVILLE,CA 86681
RED HILL 1269,INC. 99% General Partner
C/O CRAIG PICKETT
1380 LEAD HILL BLVD,SUITE 106
ROSEVILLE,CA 96881
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I,the President/General Manager/CFO of the partnership named as the debtor in this declare under penalty of
perjury that I have read the foregoing ist of Equity Security Holders and that it is true .•rrect to ' - of my
information and bDate
belief.
� :v 7,13 Signature
Craig Pickett
President/General Manager/CFO
Penalty for making a false srakmenr or concealing property: Pine of up to$500,000 or imprisonment for up to 5 years or both.
18 U.S.0$$ 152 and 3571.
0 continuation sheets attached to List of Equity Security Holders
Shcware C01,00M(W lGSe.2Qt1-CON INCORPORATED•www.raskaae.00m Baal Con Bankruptcy
6
Bankruptcy Cow t Hawaii :'; 1:1-0035:3 s °;. .:3 I I FikA CKi106/13 :12
United States Bankruptcy Court
District of Hawaii
In m 1260 OCEANSIDE PARTNERS Case No.
Debtors) Chapter 11
VERIFICATION OF CREDITOR MATRIX
i,the President/General Manager/CFO of the partnership named as the debtor in this case,hereby verify that the attached fist of
creditors is true and correct to the best of my knowledge.
Date:
Crain Pickett/President/ a I Ma FO
SignerlTitle
Software CopptpN(c)1956E00 OCti INCORPORATED-ww.bsstaas.corp But Cato Bankruptcy
1250_Oceanside_Matrix.txt
001 CASSANDRA PC TRUST
P. 0. BOX 1476
KAILUA-KONA, HI 96745
ACKERMAN RANCH INC.
P. O. BOX 715
KEALAKEKUA, HI 96750
ANNIE & DEVLYN J K AKAU
76-6170 PLUMERIA ROAD
KAILUA-KONA, HI 96740
ALLEN, WM & TERRI LIVING TRUSTS
C/O WM & TERRI ALLEN, TEES
113 METATE PL.
PALM DESERT, CA 92260
ALOHA PETROLEUM SAVE-A-$ CLUB
1132 BISHOP ST. , STE 1700
HONOLULU, HI 96813
ALSTON HUNT FLOYD & ING
65-1241 POMAIKAI PL STE 2
KAMUELA, HI 96743
ALVAREZ & MARSAL DEVELOPMENT, LLC
ATTN: DAWN M MARSAL-WALLIN
21677 SHEFFIELD DR.
FARMINGTON HILLS, MI 48335
AMERICAN SAVINGS BANK FSB
ATTN CORPORATE REAL ESTATE
P.O. BOX 2300
HONOLULU, HI 96804-2300
ANDERSON HOMES & DESIGN CO OF HI
C/0 THE LYLE ANDERSON CO INC
8777 N GAINEY CTR DR. , STE 205
SCOTTSDALE, AZ 85258
LYLE ANDERSON
8777 N. GAINEY CTR DR. , STE 205
SCOTTSDALE, AZ 85258
ANDRADE ENTERPRISES, LLC
20 S. SANTA CRUZ AVENUE, SUITE 306
LOS GATOS, CA 95030
AON RISK SERVICES INC
DEPT 9832
LOS ANGELES, CA 90084-9832
APEX OFFICE CENTERS
1380 LEAD HILL BLVD STE 106
ROSEVILLE, CA 95661
ARIZONA DEPT OF REAL PROPERTY
2910 N 44TH STREET FIRST FLOOR
PHOENIX, AZ 85018
ARIZONA RIGHTS LLC
8130 E. CACTUS RD. , STE 500
SCOTTSDALE, AZ 85260
Page 1
9 .93 '�l'Lw P4�= _' ,3,"4 2 ` € le'4. f.��{'� e !t'4' )6/ '' .. � . '� 1 o k `,/
}} o t
__ �i�a�.t� as �, .�t ,&,I��t.a.� ,. .4 ,�. ��� e S @E is .=W1 e e. �, 4 1 ��q�,: ,. sdt...
1250_0ceanside_Matrix.txt
ELTON JOHN BAIN ESQ
220 SOUTH KING 19TH FLOOR
HONOLULU, HI 96813
BRIAN BAKER
IND & AS T'EE OF BRIAN J BAKER TR
68-131 E PUKAUA PL
SOUTH KOHALA COAST, HI 96743
BANK OF SCOTLAND PLC
PRINCESS HOUSE, 1 SUFFOLK LANE
LONDON EC4R OAX
ENGLAND
W. & V. BATISTE, INDIV. & AS T'EES
W. & V. BATISTE REV LIVING TRUST
75-5471 KONA BAY DR
KAILUA-KONA, HI 96740
A BERNARD BAYS ESQ
1099 ALAKEA ST FLOOR 16
HONOLULU, HI 96813
GEORGE BEARD
P. O. BOX 1476
KAILUA-KONA, HI 96745
BELT COLLINS HAWAII LTD.
C/0 ALAN KATO
2153 N. KING ST. , STE 200
HONOLULU, HI 96819
D THEO & DEBORAH H BERGHORST T'EES
BERGHORST 1998 DYNASTIC TRUST
1751 LAKE COOK RD, SUITE 350
DEERFIELD, IL 60015
GEORGE BERKEY IND. & OBO
HOKULIA INVESTORS LLC
1776 PARK AVE SUITE 4
PARK CITY, UT 84060-5149
BIG ISLAND AUTO SPA
74-5590 ALAPA ST
KAILUA-KONA, HI 96740
ROGER & CINDY BUCKLES, TEES
R & C BUCKLES RFT 10/29/1991
5000 UPPER RIDGE RD
SANTA ROSA, CA 95404
CANTOR BROS HAULING SERVICES
AKA CANTRO BROS TRANSPORT SERV
P 0 BOX 1777
KAILUA-KONA, HI 96745
CARLSMITH BALL
1001 BISHOP ST. , STE 2200
HONOLULU, HI 96813
CEDAR LAND, L.L.C.
200 PATTERSON AVENUE, APT 810
Page 2
U WakrUOi?N Cot.{g`t f'ic:fwm1 ?,I", 1.` ..t it .1 f 03 t 1 r c < `' a
1250_Oceanside_Matrix.txt
SAN ANTONIO, TX 78209
CONNIE CHANG ESQ
999 BISHOP ST 23RD FLR
HONOLULU, HI 96813
CHARTANA FOUR LLC
C/O CHARLES P. COWIN
1707 1/2 POST OAK BLVD.
HOUSTON, TX 77056
SUNG HUN & NANCY CHUNG IND & OBO
CHUNG FAMILY INVESTMENTS LLC
73-1381 KIPAPA PL
KAILUA KONA, HI 96740
CLARK REALTY CORP
C/O LARRY HULL
75-5722 KUAKINI HWY #103
KAILUA-KONA, HI 96740
CLARK REALTY CORP.
C/O PUTNAM D. CLARK
75-5722 KUAKINI HWY #203
KAILUA-KONA, HI 96740
CLUB AT HOKULIA, THE
P 0 BOX 247
KEALAKEKUA, HI 96750
CONKLIN FLP, THE
C/O DENNIS CONKLIN
2323 w MUSCAL #201
PHOENIX, AZ 85029
CONKLIN FLP, THE
C/O DENNIS CONKLIN
8017 PASEO AVELLANO
CARLSBAD, CA 92009
DENNIS & ROSEMARIE CONKLIN
8017 PASEO AVELLANO
CARLSBAD, CA 92009
DENNIS R COOK
975 BELLA VISTA LN.
BURLINGTON, WA 98233-1488
COUNTY OF HAWAII
333 KILAUEA AVENUE, 2ND FLOOR
HILO, HI 96720
COUNTY OF HAWAII
25 AUPUNI ST.
HILO, HI 96720
COUNTY OF HAWAII
ATTN: B 3 LEITHEAD
101 PAUAHI ST #3
HILO, HI 96720
COUNTY OF HAWAII DWS
Page 3
& Bankruptcy C.urt kiwi. 413-00353 =...>' L 4 I Eked 03/W13 Page ,3 of 32
1250_oceanside_Matrix.txt
345 kEKUANAO'A ST STE 20
HILO, HI 96720
COUNTY OF HI DEPT OF PUBLIC WORKS
75-5706 KUAKINI HWY STE 109
KAILUA—KONA, HI 96740
WILLIAM & RITA COWELL
P. O. BOX 783
CAPTAIN COOK, HI 96704
THOMAS & BARBARA CROSSWHITE
7440 FOXGLOVE CRT
PARK CITY, UT 84098
PATRICK M. CUNNINGHAM
78-7156 KALEIOPAPA
KAILUA—KONA, HI 96740
DAVID THOMAS
DBA ALL HAWAII WATER TREATMENT
P.O. BOX 237
HOLUALOA, HI 96725
AMY ELIZABETH DAVIS
4963 S. 4925 W.
HOOPER, UT 84315
MARK & SUSAN PERRY DAVIS, T'EES
2000 DAVIS FAMILY TR DTD 5/2/2000
865 S. FIGUEROA ST, 12TH FLR
LOS ANGELES, CA 90017
DEPARTMENT OF WATER SUPPLY
78-6717 MAMALAHOA HWY
HOLUALOA, HI 96725
DEPARTMENT OF WATER SUPPLY
ATTN: MANAGER
345 KEKUANAO'A ST. , STE 20
HILO, HI 96720
STEPHEN & DEBORAH DINSMORE, T'EES
S & D DINSMORE TRUST DTD 11/18/82
1601 VIA ARRIBA
PALOS VERDES ESTATES, CA 90274
DISPUTE PREVENTION & RESOLUTION INC
1003 BISHOP ST STE 1155
HONOLULU, HI 96813
GEORGE & ALICE DOERFLER
881 FREMONT AVE, SUITE B5
LOS GATOS, CA 94024
DANIEL D. DOMOGALA, JR.
47685 N ECO MUSEUM RD
MARICOPA, AZ 85239
EDWARD DONG
P.O. BOX 65654
PORTLAND, OR 97238
Page 4
¢ .ic,; € _ 3 tFf g 00). 33'Z e 1 3q.i r t.; S 3 PI s -fir ' i
1250_0ceanside_Matrix.txt
R L & T D DVORAK, INDV & AS TEES
R L DVORAK LTD TR DTD 12/11/2003
765 CHUCKANUT SHORE ROAD
BELLINGHAM, WA 98229
E JEAN GREENWELL REV TR DTD 9/11/92
C/O WILLIAM N. GREENWELL, TR
P.O. BOX 1236
KEALAKEKUA, HI 96750
PHILIP A. EDLUND
8 PLAZUELA INTIMO
SANTA FE, NM 87506
ROBERT EDWARDS, IND & OBO
ENIS, LLC
P 0 BOX 3903
PASCO, WA 99302
ENTERPRISE BANK AND TRUST
12695 METCALF AVE
OVERLAND PARK, KS 66213
ENVIRONMENTAL ASSESSMENT
1820 KIHI STREET
HONOLULU, HI 96821
ENVIRONMENTAL ASSESSMENT LLC
1232 LUNALILO HOME RD.
HONOLULU, HI 96825
EQUTANT FINANCIAL SERVICES INC
5401 N. PIMA RD. , STE 150
SCOTTSDALE, AZ 85250
TIM T. ESAKI
200 VILLAGE RD
LAHAINA, HI 96761
CAROL ANN FARROW
P.O. BOX 789
GEYSERVILLE, CA 95441
FEDERAL EXPRESS
P.O. BOX 7221
PASADENA, CA 91109-7321
CHARLES FLAHERTY, JR.
P.O. BOX 922
CAPTAIN COOK, HI 96704
RORY FLYNN
237-C KEAWE STREET
HILO, HI 96720
F00 1980 TRUST
C/O WENDELL & SUE LING FOO
1680 OHAWAI PLACE
HONOLULU, HI 96821
FOREVER SUCCESS LTD
C/0 MERRILL LYNCH, TDI TEAM
BELGRAVIA HOUSE, 34/44 CIRCULAR RD
Page 5
U.S 1-3al lke€.fr 4 {,,. it 41.S-00353.. F k: -0 1 t Pik' t.. 03A)f .a'? &
1250_Oceanside_Matrix.txt
DOUGLAS, ISLE OF MAN IM1 1QW
FOREVER SUCCESS LTD
C/O "STEVE" CHANG, 115 GEZHI ROAD
YANG MING SHAN, SHINLIN DISTRICT
TAIPEI CITY 112, TAIWAN (R.O.C.)
FRONT NINE HOLDING, INC.
FKA LYLE ANDERSON HI HOLD. CO INC)
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
FRONT NINE, LLC
C/O CRAIG PICKETT
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
TOKUO & MASAKO FUJITA
3-21-23 KAMIKITAZAWA
SETAGAYA—KU, TOKYO 156-0057
JAPAN
RYUTARO FUKAMACHI
C/O CHIEKO MADENOKOJI
P.O. BOX 390428
KEAUHOU, HI 96739
G-2 ARCHITECTS
AKA GUERIN GLASS ARCHITECTS, PC)
12 WEST 27th ST. , 11TH FL.
NEW YORK, NY 10001
GARY YAMAGATA
3211 MELEMELE PL.
HONOLULU, HI 96822
KARA L GERVAIS
GERVAIS & WATSON LLP
10636 SCRIPPS SUMMIT COURT #102
SAN DIEGO, CA 92131
DEAN R. GILPIN
4129 E. TURNEY AVENUE
PHOENIX, AZ 85018
HERBERT M. & MARY KATHY GOULD
8313 NE JUANITA DRIVE
KIRKLAND, WA 98034
ALAN D & KATHERINE E GREENWELL
82-919 COFFEE DRIVE
CAPTAIN COOK, HI 96704
RICHARD H. GREENWELL
P. 0. BOX 644
KEALAKEKUA, HI 96750
LARRY S. & JAQUA L. GUTSCH, TEES
GUTSCH FAM TR DTD 12/28/95
10040 E. HAPPY VALLEY RD #356
SCOTTSDALE, AZ 85255
ROBERT H. HACKNEY
Page 6
t. ran:x�di�� cy' c Csu.a e +�xkr.�.. .�d .> i53 a s ( -1136,1 r. P tgo t i o
1250_oceanside_Matrix.txt
125 WEST SHORE ROAD
NEW PRESTON, CT 06777-1412
REBECCA HARRINGTON
81-1018 MELEANA PL.
KEALAKEKUA, HI 96750
HAWAII ELECTRIC LIGHT CO. INC.
P.O. BOX 909
HONOLULU, HI 96808-0909
HAWAII EMPLOYERS COUNCIL
P 0 BOX 29699
HONOLULU, HI 96820-2099
HAWAII MEDICAL SERVICE ASSOCIATION
P.O. BOX 29330
HONOLULU, HI 96820-1730
HAWAII MODULAR SPACE
73-4092 HULIKO'A DR.
KAILUA—KONA, HI 96740
HAWAII PROPERTIES, LLC
16255 S.W. HOLLY HILL RD.
HILLSBORO, OR 97123
HAWAII ST TAX DEPARTMENT
425 QUEENT ST (ATTN C JOHIRO)
HONOLULU, HI 96813
HAWAII STATE DEPARTMENT OF HEALTH
1250 PUNCHBOWL ST. , 3RD FLOOR
HONOLULU, HI 96813
HOWARD L. HAWKS
C/O 1044 N. 115TH ST. , STE 400
OMAHA, NE 68118
HBOS PLC
PRINCESS HOUSE, 1 SUFFOLK LANE
LONDON EC4R OAX
JAMES B. & CAROL M. HEBETS
C/O JAMES HEBETS
2575 E CAMELBACK RD. , STE 700
PHOENIX, AZ 85016
DR ANTHONY K HEDLEY
2122 E HIGHLAND AVE. , STE 300
PHOENIX, AZ 85016
ANTHONY HENRIQUES
P 0 BOX 1014
CAPTAIN COOK, HI 96704
ELIZABETH F. HEUER
RT 1, 135 SUNSET DRIVE
RONCEVERTE, WV 24970
HI DEPT OF LAND & NATURAL RESOURCES
ATTN: CHAIRPERSON
Page 7
.#.�
}
!'Ogn * • L!!�. -1t.%Vii:! # a, eti,$ *5, a,.,_iii i .it fn 1 J P,1(je n t c?
1250_Oceanside_Matrix.txt
1151 PUNCHBOWL ST. , ROOM 130
HONOLULU, HI 96813
DAVID D. HIGGINS, ESQ.
65-1241 POMAIKAI PL STE 2
KAMUELA, HI 96743
HOKULI'A HOLDING COMPANY, LLC
C/O CRAIG PICKETT
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
HOKULIA 14 LLC
C/O ALAN LIVINGSTON
P.O. BOX 1271
CAPTAIN COOK, HI 96704
HOKULIA 14 LLC
C/O RICHARD BAUSER
P 0 BOX 194
BRECKENRIDGE, CO 80424
HOKULIA COMMUNITY ASSN
C/O ASSOCIA HAWAII
75-169 HUALALAI RD
KAILUA-KONA, HI 96740
HOKULIA FOUNDATION, THE
ATTN: ALAN LIVINGSTON
P 0 BOX 2059
KEALAKEKUA, HI 96750
HOKULIA PARK & CULTURAL SITES
c/o ASSOCIA HAWAII
75-169 HUALALAI RD
KAILUA-KONA, HI 96740
HOME CONVENIENCE CTR
74-5467 KAIWI ST. , BAY 1-4B
KAILUA KONA, HI 96740
WILLIAM HOOPER JR III
P. 0. BOX 1553
KAILUA-KONA, HI 96745
GARY M. HOOPER
P. 0. BOX 11
KEALAKEKUA, HI 96750
LENA K. HOOPER
P. 0. BOX 11
KEALAKEKUA, HI 96750
MARY K. HOOPER
P. 0. BOX 11
KEALAKEKUA, HI 96750
SANDRA LEE HOUSE
P.O. BOX 676333
RANCHO SANTA FE, CA 92067
SANDRA LEE HOUSE
PO BOX 614
Page 8
¢i dd
4...1.x. � xykr y tEV Court µ #13-00333 Dkt I Filed 03106/18 ago 8 f32
1250_0ceanside_Matrix.txt
ROSEVILLE, CA 95661
HUBS HAWAII
85 POOKELA ST
HILO, HI 96720
HYATT & STUBBLEFIELD
PEACHTREE CENTER SOUTH TOWER
225 PEACHTREE ST. NE, STE 1200
ATLANTA, GA 30303
IMANAKA KUDO & FUJIMOTO
745 FORT STREET 17th FLOOR
HONOLULU, HI 96813
J DOUGLAS ING ESQ
999 BISHOP ST 23RD FLR
HONOLULU, HI 96813
INTRALINKS INC
150 3 42ND STREET 8TH FLOOR
NEW YORK, NY 10017
IRONGATE (AKA WESTWOOD HOKULIA LLC)
10880 WILSHIRE BLVD. #2200
LOS ANGELES, CA 90025
HALE IRWIN
8800 NORTH GAINEY CENTER DR.
SUITE 279W
SCOTTSDALE, AZ 85258
HALE S & SALLY J IRWIN
5720 NORTH SAGUARO ROAD
PARADISE VALLEY, AZ 85253
ISEMOTO CONTRACTING CO. , LTD.
74-5039B QUEEN KAAHUMANU HWY
KAILUA KONA, HI 96740
J B ARCHITECTURE, INC.
ATTN: MICHAEL "JAMIE" BUSCH
73-1081 AHIKAWA ST.
KAILUA-KONA, HI 96740
J FREIMAN & S MENDEL,IND & AS T'EES
J FREIMAN PSP
20 SEAVIEW AVE
NEWPORT, RI 02840
J HASSFURTHER TRST AGMT DTD 7/31/98
C/O JAN R. & THOS. HASSFURTHER, TR
1121 MELODY RD.
LAKE FOREST, IL 60045
JACK B. GREENWELL REV TR DTD 6/9/86
C/O B. GREENWELL & J DOLLAR S.TEES
2123 THORNSBERRY RD
SONOMA, CA 95476
JEAN GREENWELL TRUST
C/O NORMAN GREENWELL
P. 0. BOX 1236
Page 9
1250_Oceanside_Iatrix.txt
KEALAKEKUA, HI 96750
JEAN TICHENOR FT DTD 2/24/98
C/O JEAN TICHENOR, TS
9016 N MORNING GLORY RD.
PARADISE VALLEY, AZ 85253
JERRY EGAMI
P.O. BOX 1165
KEALAKEKUA, HI 96750
JUNG & VASSAR PC
75-170 HUALALAI RD STE D-214
KAILUA-KONA, HI 96740
JWH LLC
C/O JAMES HEBETS
2575 E CAMELBACK RD. , STE 700
PHOENIX, AZ 85016
KAINALIU KAHAKAI LLC
ATTN: GEORGE A SCHATTAUER JR
P 0 BOX 2300
KEALAKEKUA, HI 96750-2300
KAISER FOUNDATION HEALTH PLAN
P.O. BOX 29080 MEMB ADMIN-GROUP
HONOLULU, HI 96820-1480
KANAKAOLE KELIIKIPI EST
C/O FRANCIS H P KENAAINA & OHANA
P. 0. BOX 1743
KEALAKEKUA, HI 96750
KDM CHARTANA LLC
C/O KEVIN MOORE
4046 JOE COLLIER DR.
DACONO, CO 80514
JACOB KEANAAINA
TO BE SUPPLIED]
WALTER JOHN KELLY
P.O. BOX 917
CAPTAIN COOK, HI 96704
KEOPUKA DEVELOPMENT COMPANY
FKA LYLE ANDERSON DEV CO HAW. INC.
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
KEOPUKA HOLDING COMPANY, LLC
C/O CRAIG PICKETT
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
KEOPUKA PACIFIC HOLDING, INC.
FKA LYLE ANDERSON PAC. HOLD. CO.
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
KESSNER UMEBAYASHI BAIN
220 S. KING ST. , STE 1900
Page 10
1250_0ceanside_Matrix.txt
HONOLULU, HI 96813
BARBARA KILDOW
P.O. BOX 1596
KAILUA-KONA, HI 96745
KIMO C. LEONG, ESQ.
737 BISHOP STREET, STE 2060
HONOLULU, HI 96813
KIMO D CUMMINGS & VIRGINIA CHA
27 WEST COAST CRESCENT
TOWER D #18-24
SINGAPORE 128048
KITCHELL CONTRACTORS INC.
1707 E HIGHLAND, STE 200
PHOENIX, AZ 85016
DANI KNAPP-BONHAM
140 HO'OHANA STREET, #312
KAHULUI, HI 96732
RICHARD B. & JOAN R. KOMEN
PO BOX 4427
ROCHE HARBOR, WA 98250
KONA COAST REALTY
75-240 NANI KAILUA DR STE 8
KAILUA-KONA, HI 96740
KONA LOCKSMITH
74-5543 KAIWI STREET
KAILUA-KONA, HI 96740
KONA LOT 228 LLC
ATTN J. ORIN EDSON
P.O. BOX 14580
JACKSON, WY 83002
KONA LUA, INC.
P.O. BOX 9019
KAILUA-KONA, HI 96745
KONA STORAGE KINGS
P.O. BOX 878
KEALAKEKUA, HI 96750
KONA STORAGE KINGS
73-4864 KANALANI ST.
KAILUA-KONA, HI 96740
DENNIS KRUEGER ESQ
75-5722 KUAKINI HWY
KAILUA-KONA, HI 96740
LAFC HAWAII HOLDING CO.
1380 LEAD HILL BLVD SUITE 106
ROSEVILLE, CA 95661
LAFC HAWAII HOLDING COMPANY, LLC
C/O CRAIG PICKETT
1380 LEAD HILL BLVD, STE 106
Page 11
g �. 3t xt PP Cur }} $.� i 1 E 3 3 �e if
\3.�.,'l. 8i�£�b+..�2�! '.}`f ...3 a.J L.2 Y"� $ i^.t°:Y�fiS �... 4� ����£<�V.1 i».f it�. oit � � 3SC..x. 3r'61/ a.� aP�£���i� �`� � FYd —"2
1250_Oceanside_Matrix.txt
ROSEVILLE, CA 95661
LAFC NORTH AMERICA HOLD. CO LLC
8130 E CACTUS ROAD, SUITE 500
SCOTTSDALE, AZ 85260
LYDIA LAGUANA
9641 SALISBURY LANE
CYPRESS, CA 90630
LANDSTAR HOLDINGS WEST LLC
C/O LYLE ANDERSON
8777 N. GAINEY CENTER DRIVE #205
SCOTTSDALE, AZ 85258
LANDSTAR HOLDINGS WEST LLC
8777 N GAINEY CTR DR. , STE 205
SCOTTSDALE, AZ 85258
LAS CAMPANAS LP
8130 E. CACTUS RD. , STE 500
SCOTTSDALE, AZ 85260
CHRISTIE & KATHLEEN LASSITER
P. 0. BOX 8
PAPAIKOU, HI 96781
GI-IN LEE
8 DRAYCOTT PARK, #15-06
DRAYCOTT 8
SINGAPORE 259404
LEILANI THOMPSON EST TRUST
P. O. BOX 4
KEALAKEKUA, HI 96750
LINCOLN NATL LIFE INSURANCE CO, THE
P.O. BOX 0821
CAROL STREAM, IL 60132-0821
LLOYDS BANKING GROUP PLC
PRINCESS HOUSE, 1 SUFFOLK LANE
LONDON EC4R OAX
JOHN LOPEZ
222 KIMBERLY ROAD
NORTH BARRINGTON, IL 60010-2122
LOT 163 LLC
C/O THOMAS CROSSWHITE
P 0 BOX 2808
KAILUA-KONA, HI 96740
LOT 163, LLC
78-6930 KEA'AINA ST
KAILUA-KONA, HI 96740
NORMA F MADDY TEE
NORMA FOSTER MADDY 1997 REV TR
P 0 BOX 36
LA GRANGE, CA 95329
NORMA F MADDY, TEE
Page 12
r 4cY .. .F: . al ' I 0i. ,30 _ , 1 L 390 0.3,f.[ r t. # a
1250_Oceanside_Matrix.txt
NORMA FOSTER MADDY 1997 REV TR
74350 QUAIL LAKES RD
INDIAN WELLS, CA 92210
MAHEALANI RANCH
c/o BARBARA NOBRIGA
P. 0. BOX 843
KEALAKEKUA, HI 96750
MAROTTA GUND BUDD & DZERA, LLC
60 E. 42ND ST. , 50TH FLOOR
NEW YORK, NY 10165
STEPHEN MAROTTA
60 E. 42ND ST. , 50TH FLOOR
NEW YORK, NY 10165
GEORGE & SHARON MARSHALL
3420 SHANGRI LA RD
LAFAYETTE, CA 94549
MCGLADREY & PULLEN LLP
5155 PAYSPHERE CIRCLE
CHICAGO, IL 60674
McHENRY, PATRICIA ESQ.
1000 BISHOP ST, STE 1200
HONOLULU, HI 96813
MEHEULA & DEVENS LLP
707 RICHARDS ST. , PH1
HONOLULU, HI 96813
DAVID & KIM METCALF TEES
METCALF FAMILY LIV TR 6/11/93
2920 ROHRER DR
LAFAYETTE, CA 94549
MIGUEL FAMILY TRST DTD 1/3/00
C/O C. AND L. MIGUEL, TS
14040 S 32ND ST
PHOENIX, AZ 85044
REITHANN MILBURN
5317 W. MELINDA LANE
GLENDALE, AZ 85308
A. J. MILLS, JR, AAL
P. 0. BOX 187
BOULDER, CO 80306
KEVIN & PATRICIA MOORE, IND & OBO
PHM CARTANA LLC
4046 JOE COLLIER DR
DACONO, CO 80514
MARK T. MOWAT
17002 MARCY ST. , STE 120
OMAHA, NE 68118
NATIONAL PARK SERVICE
ATTN ARIC ARAKAKI
73-4786 KANALANI ST #14
Page 13
1250_Oceanside_Matrix.txt
KAILUA-KONA, HI 96740
NATIVE SUN BUSINESS GROUP, INC.
C/O JOHN DEFRIES
73-1211A KAIMINANI DR.
KAILUA-KONA, HI 96740
NEWTON, JEFFREY N & CAROLYN E
T'EES FOR THE NEWTON FAMILY TRUST
3793 SMALLWOOD COURT
PLEASANTON, CA 94566
CAROLYN NORMAN
TO BE SUPPLIED]
PATRICE & WILLIAM O'GRADY
ONE CHARLES ST. SOUTH, #906
BOSTON, MA 02116
EDWARD J. & BARBARA O'SULLIVAN
6533 SEAVIEW NW, PH2A
SEATTLE, WA 98117
OASIS MANAGEMENT RESOURCES LLC
8130 E. CACTUS RD. , STE 500
SCOTTSDALE, AZ 95260
OCEANIC TIME WARNER CABLE
P.O. BOX 30050
HONOLULU, HI 96820
RONALD T OGOMORI ESQ
925 BETHEL ST STE 304
HONOLULU, HI 96813
MIKA ONO
PO BOX 390563
KEAUHOU, HI 96739
THOMAS W & SHAWNI L PACE IND & OBO
HOKUKANO RANCH
P 0 BOX 2240
KEALAKEKUA, HI 96750
PACE INVESTMENTS LP
C/O JOHN PACE JR
P.O. BOX 2240
KEALAKEKUA, HI 96750
PACIFIC STAR COMPANY, LLC
C/O CRAIG PICKETT
1380 LEAD HILL BLVD, SUITE 106
ROSEVILLE, CA 95661
PACIFIC WASTE INC
74-5610 ALAPA STREET
KAILUA-KONA, HI 96740
PARADISE LOST, LLC
2000 PGA BOULEVARD, SUITE 3200A
NORTH PALM BEACH, FL 33408
WILLIAM PARIS
Page 14
R_._. 3a!=k'op i; ,fa s°s l .....ti; (, 1 J . .+ t 4 1 Hod P"<:4C r? 2,4 c= ',2
1250_Oceanside_Matrix.txt
C/O WILMA J PARIS, T'EE
P. 0. BOX 136
KEALAKEKUA, HI 96750
JAMES & LISA PARRISH COTEES
PARRISH LIVING TR 8/9/95
417 MIRADA COURT
MONTEREY, CA 93940
PARTS CENTER HAWAII
400 E KAWILI ST
HILO, HI 96720
PC THOMAS INVESTMENT CO LC
3502 N. 950 E.
OGDEN, UT 84414
ROBERT DANIEL PRISKE, TRUSTEE
ROBERT D PRISKE LLC 401(K) PSP
P. O. BOX 252
HAKALAU, HI 96710
PROSKAUER ROSE, LLP
ATTN: PERRY CACACE
1585 BROADWAY
NEW YORK, NY 10036-8299
PROTECT KEOPUKA OHANA
P.O. BOX 166
HONAUNAU, HI 96726
REBECCA HARRINGTON
81-1018 MELEANA PL.
KEALAKEKUA, HI 96750
RED HILL 1250, INC.
C/O CRAIG PICKETT
1380 LEAD HILL BLVD STE 106
ROSEVILLE, CA 95661
MARK S. & CHERYL L. RICHARDS
C/O THE MARYL GROUP
55 MERCHANT STREET, #2900
HONOLULU, HI 96813
GLEN M RICHMAN ESQ
P 0 BOX 71720
SALT LAKE CITY, UT 84171
REYNOLD L. & KIRSTEN H. RIMOLDI
9013 GREENSBORO LANE
LAS VEGAS, NV 89113
RM TOWILL
2024 N. KING ST. , 2ND FLOOR
HONOLULU, HI 96819
RMB #10 HAWAII, INC.
210-8399 200 ST
LANGLEY BC V2Y 3C2
CANADA
Page 15
P:11u(p€ ,y Court rt 13-C4 t V>3 i I,_
3 , qc > tZt-
.a1
1250_oceanside_Matrix.txt
MICHAEL J. ROBERTS, IND & OBO
MJR, FLLP & MICHAEL J ROBERTS INC
6688 GUNPARK DR
BOULDER, CO 80301
DONALD RULLO
75-5782 KUAKINI HWY. , #C2C
KAILUA-KONA, HI 96740
PAUL H SATO ESQ
841 BISHOP ST STE 400
HONOLULU, HI 96813
SAVE A DOLLAR
P 0 BOX 380029
HONOLULU, HI 96839-0029
SHOEMAKER FT DTD 11/22/89, THE
C/0 CHARLES G. SHOEMAKER, TS
60 IKENA KAI PL.
KULA, HI 96790
ANNA SIMEONA
487 KALAMAKU STREET
HONOLULU, HI 96813
ANNA S. SIMOENA
C/O DANETTE IBARRA
726 IAUKEA STREET
HONOLULU, HI 96813
JAMES & CAROL O. SIMPSON, TEES
J & C SIMPSON LIV TR DTD 9/19/08
P. O. BOX 1359
PEBBLE BEACH, CA 93953
WILLIAM E. SIWEK
8321 N CANTA REDONDO
PHOENIX, AZ 85253
SPRING TIME SERVICES
P 0 BOX 390563
KEAUHOU, HI 96739
CHIYKO K SPRINGER, TR RLT 2/25/95
2115-3506 TSURUDOMARI NAGAKURA
KARUIZAWA-CHO, KITASAKU-GUN
NAGANO, JAPAN
STATE OF HI DLNR
ATTN: NELSON AYERS
1151 PUNCHBOWL ST #325
HONOLULU, HI 96813
SUN KONA FINANCE I, LLC
C/O D. GRIMSMAN
2260 DOUGLAS BLVD. , SUITE 240
ROSEVILLE, CA 95661
SUN KONA FINANCE II, LLC
C/O D. GRIMSMAN
2260 DOUGLAS BOULEVARD, SUITE 240
ROSEVILLE, CA 95661
Page 16
S. ;':, kri etc Court trt - l 413-00353 Dkt it I Flied d 1,_X10 g 1 2 Pa 26 of:3
1250_Oceanside_Matrix.txt
SUN KONA PROPERTIES
2260 DOUGLAS BLVD STE 240
ROSEVILLE, CA 95661
SUPERSTITION MOUNTAIN PROPERTIES
8130 E. CACTUS RD. , STE 500
SCOTTSDALE, AZ 85260
T GROUP CAPITAL, LLC
C/O MARK MOWAT
17002 MARCY ST STE 120
OMAHA, NE 68118
YUTAKA & TOMOKO TAKEDA
5-29-5 DAIZAWA SETAGAYA-KU
TOKYO 155-0032 JAPAN
JASON M TANI ESQ
737 BISHOP ST STE 2400
HONOLULU, HI 96813
TANIGAMI FAMILY RLT DTD 9/1/99, THE
HIDEYUKI & J BOGARD-TANIGAMI COTEES
1472 CLUBVIEW TERRACE
LOS ALTOS, CA 94024
THE CLUB AT HOKULIA INC.
P.O. BOX 247
KEALAKEKUA, HI 96750
RICHARD & LESLIE TINCHER
567 CRESTA VISTA LANE
PORTOLA VALLEY, CA 94028
TOM QUITIQUIT CHEE & WATTS
75-1000 HENRY STREET STE 208
KAILUA-KONA, HI 96740
TRS OF THE ESTATE OF B.P. BISHOP
ATTN: COMMERCIAL ASSET MANAGER
567 S. KING ST. , STE 200
HONOLULU, HI 96813
TATSUSHI UESHIMA
7-7-7 MINATOJIMA-NAKMACHI
CHUO-KU, KOBE, HYOGO 650-8577
JAPAN
ULUWEHI PROPERTIES, LLC
75-654 HUALALAI ROAD
KAILUA-KONA, HI 96740
US TRST CO OF DELAWARE, NA, ADM TEE
BERGHORST 1998 DYNASTIC TRUST
1751 LAKE COOK RD, SUITE 350
DEERFIELD, IL 60015
USABLE LIFE
P.O. BOX 31000
HONOLULU, HI 96849-5314
KENNETH J . UVA
Page 17
::.zat:k°l.f()I(.y Cot_rt vi ? i 0 °) } $: s 4 03,06/13 P a,j > t .?
1250_oceanside_Matrix.txt
6810 108TH ST. , APT. 1H
FOREST HILLS, NY 11378
VI REED & CANE INC
8522 LAKEVIEW BAY RD
ROGERS, AR 72756
CHARLES P & LYNNSEY VIRDEN, T'EES
VIRDEN FAMILY TR DTD 9/2/88
7530 BRIARGATE COURT
RENO, NV 89523
WAIMEA WATER SERVICES INC
67-1161 MAMALAHOA HWY, STE 5
KAMUELA, HI 96743
JIMMY & NANCY WALKER
C/O JIMMY WALKER
2425 E CAMELBACK RD STE 150
PHOENIX, AZ 85016
PATRICIA K. WALL
12778 ULUPALAKUA STREET
KAILUA, HI 96734
MARGARET H. WATAI
P. 0. BOX 11
KEALAKEKUA, HI 96750
WATER BD OF THE COUNTY OF HAWAII
ATTN: CHAIRPERSON
345 KEKUANAO'A ST. , STE 20
HILO, HI 96720
SHARON WATT NEY, IND & AS T'EE
WATT-NEY FAM TR DTD 6/6/89
2420 GRAND CANAL
VENICE, CA 90291
WAVECOM SOLUTIONS
1132 BISHOP ST STE 800
HONOLULU, HI 96813
WAVECOM SOLUTIONS
P 0 BOX 135014
HONOLULU, HI 96801
GEORGE D & ANN W WEATHERSTON
8260 N NEW BRAUNFELS AVE STE 220
SAN ANTONIO, TX 78217
WELLS FARGO BANK NA
101 N PHILLIPS AVE
SIOUX FALLS, SD 57104
WES THOMAS & ASSOCIATES, INC.
ATTN: CHRYSTAL YAMASAKI
75-5749 KALAWA ST.
KAILUA-KONA, HI 96740
WILLIAM G. WESCH
790 MICHAEL DRIVE
SONOMA, CA 95476
Page 18
b 1,1;0 to 3' f, ei of
1250_Oceanside_Matrix.txt
WEST HAWAII EXCAVATING, INC.
ATTN: ROBERT COWELL
P.O. BOX 193
CAPTAIN COOK, HI 96704
A. COLIN WEXLER, ESQ
GOLDBERG KOHN LTD
55 3AST MONROE ST #3300
CHICAGO, IL 60603-5792
WHITE FAMILY TRUST DTD 6/25/99
C/O RICHARD AND TONI WHITE, TS
78-6858 KUHINANUI ST.
KAILUA-KONA, HI 96740
RICHARD O. & TONI S. WHITE, T'EES
WHITE FAM TR UDLT DTD 6/25/99
150 WELLINGTON LANE
ALAMO, CA 94507-1755
MICHELE WILKINS
73-1410A KALOKO DR.
KAILUA-KONA, HI 96740
WILLIAM H. WILTON, IND. & AS T'EE
WM H WILTON LIV TRUST
P 0 BOX 415
KAILUA-KONA, HI 96745
PATRICIA WALL WILSON
P. O. BOX 1397
KEALAKEKUA, HI 96750
RICH WILSON
850 RICHARDS ST. , STE 600
HONOLULU, HI 96813
WINDWARD DAIRY
C/0 NORMAN GREENWELL
P. O. BOX 248
KEALAKEKUA, HI 96750
XEROX CORPORATION
P.O. BOX 7405
PASADENA, CA 91109-7405
ERIC S YAMAGATA, ESQ
119 MERCHANT ST, STE 630
HONOLULU, HI 96813-4433
GARY YAMAGATA, IND & OBO
YAMAGATA DEVELOPMENT CO
3211 MELEMELE PL
HONOLULU, HI 96822
THOMAS & VERA YOKOI
17212 BRIGHTON WAY
GARDENA, CA 90247
Z. G SHUMAN & JP MORGAN TR CO, TEES
P MITCHELL TR & OBO BIG ISL. 3 LLC
1585 KAPIOLANI BLVD. , STE. 1110
Page 19
a ;•. u ' si§.g 1� .,.i
Coo, - i,1%, id 413 ,S1'3,-3 3,-3 T)S':, .pia, 1 Re, 1 ,,'06113 r);-.4 e i. t :3.
1250_Oceanside_Matrix.txt
HONOLULU, HI 96814
STEVEN D. & DEBORAH A. ZAVODNICK
16771 KENNEDY ROAD
LOS GATOS, CA 95032
KEALA ZOLL
P. 0. BOX 468
PAPAIKOU, HI 96781
Page 20
U,S, Ban4uptcy Court - Fiawaii #13-003!33 Ckt # 1 Filed 03106/13 Page 30 of 32
GELBER, GELBER& INGERSOLL
A Law Corporation
DON JEFFREY GELBER 628-0
JONATHAN B. GELBER 7113-0
JOSEPH A. DANE 9170-0
Suite 1400, Fort Street Tower
745 Fort Street
Honolulu,Hawaii 96813
Telephone: (808) 524-0155
Facsimile: (808) 531-6963
E-Mail: D.J.Gelber®gelberlawyers.com
Jgelber @gelberlawyers.com
Jdane @gelberlawyers.com
Proposed Counsel for Debtor
and Debtor-in-Possession
UNITED STATES BANKRUPTCY COURT
DISTRICT OF HAWAII
In re Case No.
(Chapter 11)
1250 OCEANSIDE PARTNERS,
a Hawaii limited partnership, Judge: Honorable Robert J. Faris
Debtor and
Debtor-in-Possession.
2012973.wpd
DESIGNATION OF INDIVIDUAL RESPONSIBLE FOR
PERFORMING DUTIES OF DEBTOR-IN-POSSESSION
(i S t k a try C,; } t' 0035: I3"�. 11 FIi;; C3/00,13 Ii t 3 0
,�,ir � �� .� �,» �,��i ��:.�':Asa, -- � n .t
1250 OCEANSIDE PARTNERS,a Hawaii limited partnership,debtor
and debtor-in-possession (the "Debtor"), hereby designates, pursuant to L.B.R.
4002-1,CRAIG PICKETT as the individual responsible for performing the duties
and responsibilities of the Debtor. Mr.Pickett is the President/General Manager
and Chief Financial Officer of the Debtor.
The address of Mr. Pickett is 1380 Lead Hill Boulevard, Suite 106,
Roseville,California 95661,and his telephone number at his place of employment
is(916)677-4227.
DATED: Honolulu,Hawaii, G�' , 2013.
C____ 2- U,k(L
DON JEFFREY GELBER
JONATHAN B. GELBER
JOSEPH A.DANE
Proposed Counsel for Debtor
and Debtor-in-Possession
TIC UNDERSIGNED CONSENTS TO
THE FOREGOIN SIGN• 2N.
i
CRAIG PICKET(/'-) !
DESIGNATION OF INDIVIDUAL RESPONSIBLE FOR PERFORMING DUTIES OF DEBTOR-IN-
POSSESSION;In re 1250 Oceanside Partners,Case No. ,United States Bankruptcy Court
for the District of Hawaii
2012973.wpd -2-
VALERIE T.POINDEXTER J�SYIOF q KAREN EOFF
Chairperson-- ���%�, BRENDA FORD
DRU KANUHA
GREGGOR ILAGAN ZENDO KERN
Vice Chair ,
�t ,,„`� DENNIS"FRESH”ONISHI
of"� MARGARET WILLE
J YOSHIMOTO
HAWAI`I COUNTY COUNCIL
County of Hawai`i
Hawaii County Building
25 Aupuni Street
Hilo, Hawai`i 96720
March 14, 2013
J Yoshimoto, Council Chair
Hawai`i County Council
25 Aupuni Street
Hilo, Hawai`i 96720
RE: Communication No., 209 : Discussion of 1250 Oceanside Partners, a Hawai`i Limited
Company, Debtor and Debtor-In-Possession(Case No. 13-00353), Front Nine, LLC, a
Delaware Limited Liability Company, Debtor and Debtor-In-Possession(Case No. 13-
00354), and Pacific Star Company, LLC Dba Pacific Star Properties, an Arizona Limited
Liability Company, Debtor and Debtor-In-Possession(Case No. 13-00355), [Also Known
as Hokuli`a] In the United States Bankruptcy Court, District of Hawai`i, Honolulu,
Hawai`i Regarding Their Filing for Relief Under Chapter 11 of the Bankruptcy Code on
March 6, 2013.
Pursuant to Section 2(g) of Rule 4 of the Rules of Procedure of the Council of the County of
Hawai`i, this written request is submitted with my approval that the above-referenced matter be
waived from the Committee on Finance to the full Council for immediate action. In reviewing
this matter, timely approval is crucial. It is therefore advantageous that approval is granted and
the matter be placed onto the next Council agenda for review. However, in the event this request
is denied, for whatever reason, I understand the matter shall be referred to the Committee on
Finance for placement on its future agenda.
Sinc ,
4,4,(1.. cf.
Valerie T. Poindexter, Chair
Committee on Finance
Approved/Date/Waive to Council: Disapproved/Date/Refer to FC:
ampor MAR 1 O Z013
J Yos imoto, ouncil Chair J Yoshimoto, Chairperson
Hawai`i County Council Hawai`i County Council
VP/sc
Hawai`i County is an Equal Opportunity Provider and Employer