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LTC 191-2003 CITY OF MIAMI BEACH Office of the City Manager Letter to Commission No. If/ ..2a?j m To: Mayor David Dermer and Members of the City Commission Date: August 15, 2003 From: Jorge M. Gonzalez City Manager Subject: RDP ROYAL PALM D Attached please find correspondence from Union Planters notifying RDP Royal Palm Hotel Limited Partnership that their loan has matured and is in default. Additionally, attached you will find a response to said notice from RDP Royal Palm Hotel, LP. ... The letter from Union Planters indicates the loan matured July 7, 2003 and remains unpaid, plus default interest and unpaid attorney's fees. Royal Palm's response indicates they continue to pay debt service. Additionally, I have attached the most recent rental payment for August 2003 in the amount of $41 ,291.52 for the monthly base and additional rent, plus sales tax. A follow-up negotiating session with Don Peebles has been scheduled on September 4, 2003 regarding the LO!. In the meantime, I will provide you with any updated information as it is received. JMG\<5Mc\rar F:lcmgrl$ALLIL TC-03IRDP Royal Palm DefauIlNotice.CMC.rar.doc c: Christina M. Cuervo, Assistant City Manager r &UNION PLANTERS BANK /I (()!J . .- August 8, 2003 Via Certified Mail-Return Receipt Requested & U.S. Mail RDP Royal Palm Hotel Limited Partnership c/o P ADC Hospitality Corporation 1 550 Biltmore Way, Suite 970 Coral Gables, Florida 33134 ...,;;;-,.:-':~ Attn.: R. Donahue Peebles, President Re: Union Planters Bank, N.A. (the "Bank") loan to RDP Royal Palm Hotel Limited Partnership, a Florida limited partnership (the "Borrower") (the "Loan") Gentlemen: This letter is to advise you that the Loan matured on July 7, 2003, but remains unpaid and, therefore, is in default since July 7, 2003. The amount owing to the Bank is as follows: Principal Default Interest from and after July 7,2003 to August 8, 2003 Unpaid Attorneys' Fees Total: $53,824,999.99 Per Diem @18% After August 8, 2003 $ 861,200.00 $ 6,250.00 $54,692,449.99 $ 26,912.50 In the event of error, the Bank reserves to collect all sums payable to it under the Loan Documents. Acceptance of partial payments by the Bank does not constitute a waiver of this default, but merely reduces the outstanding balance owing to the Bank under the Loan. 2800 Ponce de Leon Blvd . Coral Gables, FL 33134' (305) 648-7023' Fu: (305) 648-7057 ,..... Unless payment in cleared funds is received by August 18, 2003 at the Bank at 2800 Ponce de Leon Boulevard, Miami, Florida 33134 by 2:00 p.m. will have no alternative but to forward this matter to our attorneys. Please make arrangements for payment in full of the Loan by that date. By copy of this letter, we hereby advise the guarantors of the Loan of such default and demand for payment. Very truly yours, ~\~\~ i~y "'j;1anis Senior Vice President - .-.ra:::- R. Donahue Peebles, Guarantor HCF Group, Inc, Guarantor Joy Venero. Ocean Bank Miami Beach Redevelopment Agency, Executive Director Miami Beach Redevelopment Agency, General Counsel City of Miami Beach, City Manager City of Miami Beach, City Attorney Bloom & Minsker Six Continents Hotels, LLC Stuart Hoffman, Esq. 2800 Ponce de Leon Blvd . Coral Gables, FL 33134. (305) 648-7023' F~x: (305) 648-7057 O!)'/lJ/2003 14:0,1 FAX 305H2,1345 PEEBLES ATLANTIC DEVELOP III 002/005 RDP ROYAL PALM HOTEL, LP 550 Billmore Way, Suite 970 Coral Gables. Florida 33134 Tel: (305) 442-4341 Fax: (305) 442-4345 August 12.2003 Via Facsimile & US Mail Mr. Roy D. Tanis Senior Vice President Union Planters Bank 2800 Ponce de Leon Boulevard Coral Gables, Florida 33134 Dear Mr. Tanis: We are in receipt of your letter dated August a, which arrived in our offices today. The action that you have taken by issuing a default notice relative to our mortgage loan on the Royal Palm Hotel is unreasonable and unjustified. It is apparent that Union Planters, whatever its motives may be. has compfetely ignored the circumstances surrounding this project and the loan. At the risk of stating the obvious, the 9/11 terrorist attacks had a devastating effect on the hospitality and tourism industries, and they have yet to fully recover. Miami Beach was partjcularly hard hit. Then, as things started to come back, our country went to war in Iraq and the tourism industrial was hit again. As a result of this, we have had to endure an economic recession that caused nearly every major airline to proceed to bankruptcy filings despite massive government subsidies. These actions have also had a direct impact on the travel and tourism industry. The Royal Palm Hotel opened in May of 2002, eight months after the attacks. It opened despite enormous challenges that we not only faced, but overcame relative to environ- mental problems. structural defects in the original Royal Palm Hotel structure and disputes with contractors. During the construction period, as it was extended due to these problems, we continued to pay debt service. The Hotel opened at the commencement of the slowest portion of the year for tourism on Miami Beach. Once opened, we experienced significant and substantial problems with the Hotel operator, Town Park Hotel Corporation ("Town Park" d/b/a "Crowne Plaza"). You are fully familiar with those problems. The Hotel's bookings were well below the forecasts that were generated for the Hotel by Crowne Plaza prior to the Hotel opening date. Yet, we continued to pay debt service. . 08/1.3/20.03 U: 0.1 FAX 305H2.13.15 PEEBLES ATLANTIC DE\tLOP ~003/005 Mr. Roy D. Tanis August 12, 2003 Page 2 Rather than shy away from dealing with these issues, we have done everything in our power to make this Hotel a success despite the challenges that we faced. As a result, Crowne Plaza has removed and replaced substantially all of its management personnel such that the Hotel has finally begun to meet and exceed Crowne Plaza's forecasted numbers. We have pursued remedies against the general contractor to enforce our rights in relation to construction problems. We have been in continuous negotiation with the ground lessor relative to our claims against the ground lessor including, among other things, a claim under an environmental indemnity contained in the ground lease. Through all of this and despite all of this, we have paid Union Planters its debt service and the Hotel is and has been current on its payments. Not only that, this Hotel is far from being a "distressed property", The loan to value ratio for this loan and property is approximately sixty-five percent (65%) with approximately Twenty Million ($20,000,000) Dollars of cash equity in the property. And, we continue to pay debt service. We are maintaining a reserve account with your institution, in cash, in an amount sufficient to cover four (4) months' of debt service payments. And, we continue to pay debt service. The only reason that we are even dealing with and discussing these issues is because Crowne Plaza failed to achieve a modest debt service coverage ratio during the height of the last tourist season. The Hotel, had Crowne Plaza achieved said debt service coverage, would have been granted an automatic extension of the loan. The catastrophic effect on tourism by the terrorist attacks and problems with management of the Hotel by Crowne Plaza combined to such an extent that the required coverage was not achieved. But, we continued to pay debt service. We have entered into a series of letter agreements providing for short extensions and which contemplate extensions to February, 2006 provided that acceptable levels of debt service coverage are achieved. We strongly believe that those levels can now be achieved in view of the manner in which the Hotel is currently being managed. We have been negotiating with Town Park over the last several weeks to finalize an agreement that will be acceptable to Union Planters whereby Town Park will provide the guaranty performance of the Hotel that you require in order for the loan to be extended. We understand that your requirement for Town Park's guarantee was the result of the Bank's loss of confidence in Town Park's ability to accurately forecast its future performance or its ability to achieve operating results consistent with such projections. In view of the amount of the cash collateral account that is already being maintained as security for the loan, the net amount that you are seeking to be guarantied by Town Park is approximately Seven Hundred One Thousand ($701,000) Dollars. We have provided financial statements to you from Town Park which evidence (and you have confirmed) that Town ParI< has a net worth of Fifty Seven Million ($57,000,000) Dollars. This net worth is very substantial relative to the amount that you require Town Park to guarantee above the cash account in the amount of Seven Hundred One Thousand ($701,000) Dollars. 08!~3/2n03 1~:05 FAX 305~42~3~5 PEEBLES ATLANTIC DEVELOP ~OOV005 Mr. Roy D. Tanis August 12, 2003 Page 3 Nevertheless, you have rejected Town Park as a guarantor under these circumstances. That rejection is clearly unreasonable and unjustified in view of the net worth of the proposed guarantor and the amount to be guarantied. And we continue to pay debt service. Despite Town Park's Fifty Seven Million ($57,000,000) Dollars net worth, you are insisting that its parent, Intercontinental Hotels, guaranty the amount. We have explained to you that Intercontinental will not give any guaranties. We have been attempting during the last week to schedule a call between you and a senior offrcer of Intercontinental Haters in London. but we have been unsuccessful due to your being unavailable. We finally were able to schedule a call for tomorrow, but you have now canceled it. You stated last week that such a call would not be productive and that you were not going to change your position. We are not asking for a reduction in the loan amount. We are not asking for deferral or abatement of any payments. What we are asking for is for Union Planters to act reasona- bly under the circumstances and :0 act responsibly as an important member of this community which is so dependent on tourism. We are asking that Union Planters comply with our last letter agreement and accept as security for Seven Hundred One Thousand ($701.000) Dollars the guaranty of Town Park, a significant hotel operator and owner having a net worth of Fifty Seven Million ($57,000,000) Dollars. We are only si)( (6) weeks away from the commencement of the busy part of the year that will minimize any risk that the Sank will have and minimize the chances of ever having to draw on the guaranty. Based upon current bookings, we expect Crowne Plaza to exceed its forecast and budget for October. We ask that you reconsider the position that you have taken. And, while you are doing so, debt service will continue to be paid. Sincerely, RDP ROYAL PALM HOTEL. LP By: PADC Hospitality Corporation r, General Partner Richard A. Matlof Vice President cc: R. Donahue Peebles HCF Group, Inc. Adolfo Henriques, Union Planters Bank Joy Venera, Ocean Bank Miami Beach Redevelopment Agency, Executive Director Miami Beach Redevelopment Agency, General Counsel 08,'1'3/2.0'03101:03 FAX 305-1-12.13.15 PEEBLES ATLANTIC DE'~LOP 14l00l/005 RDP Royal Palm Hotel, LP FAX To: Munay Dubin From: Richard A. Matlof Fax: 305-El7~7782 Pages: 5, including this Cover Sheet ~ Date: 08113103 cc: Re: o Urgent ~ For Review 0 Please Comment 0 Please Reply D Pleage Rec.yde Comments: Please see the attachment ()S/13/2.003 H:03 FAX 305H2.1J.lS PEEBLES ATLANTIC DEYELOP ~ 002/005 RDP ROY AL PALM HOT'EL, LP 550 Biltmore Way, Suite 970 Coral Gables, Florida 33134 Tel: (305) 442-4342 Fax: (305) 442-4345 August 12, 2003 Via Facsimile & US Mail Mr. Roy D. Tanis Senior Vice President Union Planters Bank 2800 Ponce de Leon Boulevard Coral Gables. Florida 33134 Dear Mr. Tanis: We are in receipt of your letter dated August 8, which arrived in our offices today. The action that you have taken by issuing a default notice relative to our mortgage loan on the Royal Palm Hotel is unreasonable and unjustified. It is apparent that Union Planters, whatever its motives may be, has completely ignored the circumstances surrounding this project and the loan. At the risk of stating the obvious, the 9/11 terrorist attacks had a devastating effect on the hospitality and tourism industries, and they have yet to fully recover. Miami Beach was particularly hard hit. Then, as things started to come back, our country went to war in Iraq and the tourism industrial was hit again. As a result of this, we have had to endure an economic recession that caused nearly every major airline to proceed to bankruptcy filings despite massive government subsidies. These actions have also had a direct impact on the travel and tourism industry. The Royal Palm Hotel opened in May of 2002. eight months after the attacks. It opened despite enormous challenges that we not only faced, but overcame relative to environ- mental problems. structural defects in the original Royal Palm Hotel structure and disputes with contractors. During the construction period, as it was extended due to these problems, we continued to pay debt service. The Hotel opened at the commencement of the slowest portion of the year for tourism on Miami Beach. Once opened. we experienced significant and substantial problems with the Hotel operator, Town Park Hotel Corporation ("Town Park" d/b/a "Crowne Plaza"). You are fully familiar with those problems. The Hotel's bookings were well below the forecasts that were generated for the Hotel by Crowne Plaza prior to the Hotel opening date. Yet, we continued to pay debt service. 08/13/2003 1-1: 03 FAX ;)05H2-13-lS PEEBLES ATLANTIC DE'~LOP ~003/00S Mr. Roy D. Tanis August 12, 2003 Page 2 Rather than shy away from dealing with these Issues, we have done everything in our power to make this Hotel a success despite the challenges that we faced. AS a result, Crowne Plaza has removed and replaced substantially all of its management personnel such that the Hotel has finally begun to meet and exceed Crowne Plaza's forecasted numbers. We have pursued remedies against the general contractor to enforce our rights in relation to construction problems. We have been in continuous negotiation with the ground lessor relative to our claims against the ground lessor including, among other things, a claim under an environmental indemnity contained in the ground lease. Through all of this and despite all of this, we have paid Union Planters its debt service and the Hotel is and has been current on its payments. Not only that, this Hotel is far from being a "distressed property". The loan to value ratio for this loan and property is approximately sixty-five percent (65%) with approximately Twenty Million ($20,000,000) Dollars of cash equity in the property. And, we continue to pay debt service. We are maintaining a reserve account with your institution, in cash, in an amount sufficient to cover four (4) months' of debt service payments. And, we continue to pay debt service. The only reason that we are even dealing with and discussing these issues is because Crowne Plaza failed to achieve a modest debt service coverage ratio during the height of the last tourist season. The Hotel. had Crowne Plaza achieved said debt service coverage, would have been granted an automatic extension of the loan. The catastrophic effect on tourism by the terrorist attacks and problems with management of the Hotel by Crowne Plaza combined to such an extent that the required coverage was not achieved. But, we continued to pay debt service. We have entered into a series of letter agreements providing for short extensions and which contemplate extensions to February, 2006 provided that acceptable levels of debt service coverage are achieved. We strongly believe that those levels can now be achieved in view of the manner in which the Hotel is currently being managed. We have been negotiating with Town Park over the last several weeks to finalize an agreement that will be acceptable to Union Planters whereby Town Park will provide the guaranty performance of the Hotel that you require in order for the loan to be extended. We understand that your requirement for Town Park's guarantee was the result of the Bank's loss of confidence in Town Park's ability to accurately forecast its future performance or its ability to achieve operating results consistent with such projections. In view of the amount of the cash collateral account that is already being maintained as security for the loan, the net amount that you are seeking to be guarantied by Town Park is approximately Seven Hundred One Thousand ($701,000) Dollars. We have provided financial statements to you from Town Park which evidence (and you have confirmed) that Town Park has a net worth of Fifty Seven Million ($57.000,000) Dollars. This net worth is very substantial relative to the amount that you require Town Park to guarantee above the cash account in the amount of Seven Hundred One Thousand ($701,000) Dollars. ."08/13/2003 1~:03 FAX 305~~2~3~5 PEEBLES ATLANTIC DEVELOP ~OO.1/005 Mr. Roy D. Tanis August 12.2003 Page 3 Nevertheless, you have rejected Town Park as a guarantor under these circumstances. That rejection is clearly unreasonable and unjustified in view of the net worth of the proposed guarantor and the amount to be guarantied. And we continue to pay debt service. Despite Town Park's Fifty Seven Million ($57,000.000) Dollars net worth, you are insisting that its parent. Intercontinental Hotels, guaranty the amount. We have explained to you that Intercontinental will not give any guaranties. We have been attempting during the last week to schedule a call between you and a senior officer of Intercontinental Hotels in London, but we have been unsuccessful due to your being unavailable. We finally were able to schedule a call for tomorrow, but you have now canceled it. You stated last week that such a call would not be productive and that you were not going to change your position. We are not asking for a reduction in the loan amount. We are not asking for deferral or abatement of any payments. What we are asking for is for Union Planters to act reasona- bly under the circumstances and to act responsibly as an important member of this community which is so dependent on tourism. We are asking that Union Planters comply with our last letter agreement and accept as security for Seven Hundred One Thousand ($701,000) Dollars the guaranty of Town Park, a significant hotel operator and owner having a net worth of Fifty Seven Million ($57,000,000) Dollars. We are only six (6) weeks away from the commencement of the busy part of the year that will minimize any risk that the Bank will have and minimize the chances of ever having to draw on the guaranty. Based upon current bookings, we expect Growne Plaza to exceed its forecast and budget for October. We ask that you reconsider the position that you have taken. And, while you are doing so, debt service will continue to be paid. Sincerely, RDP ROYAL PALM HOTEL. LP By: PADC Hospitality Corporation I, General Partner cc: R. Donahue Peebles HCF Group, Inc. Adolfo Henriques, Union Planters Bank Joy Venera, Ocean Bank Miami Beach Redevelopment Agency, Executive Director Miami Beach Redevelopment Agency, General Counsel 0&/1,3/20.0314:04 FAX 305H2,1345 PEEBLES ATLANTIC DEv~LOP ~ 005/005 City of Miami Beach, City Manager City of Miami Beach, City Attorney Bloom & Minsker Six Continents Hotels, LLC Stuart Hoffman, Esq. 550 Biltmore Way Suite 970 Coral Gables, FL 33134 (305) 442-4342 Fax: (305) 442-4345 Peebles Atlantic Development Corp. ~\ \3/03 Memo o W :01 (:= G'J To: Cristina Cuervo w -a From: Richard A. Matlof CC: Date: 8/13/03 Re: Monthly Rent Payment for The Royal Palm Hotel (CK# 2801 ) ::.: - .. t I. t r-"-~j ","-' - , - CD 1 RI?P ROY~L ~ALM HOTEL, L.P. . , 2801 REFERENCE NO. DESCRIPTION INVOICE DATE INVOICE AMOUNT DISCOUNT TAKEN AMOUNT PAID RP-0308 August 2003 8/1/03 41,291.52 '11, :l~l.~:l CHECK DATE CHECK NO. PAYEE DISCOUNTS TAKEN CHECK AMOUNT 8/6/03 2801 Miami Beach Redevelopment Agency $41,291.52 RDP ROYAL PALM HOTEL, L.P. 100 S.E. 2ND ST., STE. 4650 MIAMI, FL 33131 UNION PLANTERS BANK MAIN OFFICE. 1221 BRICKELL AVE. MIAMI, FLORIDA 33131 63-8411670 2801 CHECK NO. 2801 Aug R~~003 ***$41~52 1l .; g I &J I " u .s .. !! .a .. .. ... ~ '1: " ~ PAY TO THE ORDER OF Memo: Forty-One Thousand Two Hundred Ninety-One Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, FL 33139 and 52/100 Dollars VOID AFTER 90 DAYS ~ AlITHDRIZED SIGNATURE