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June 2, 2023 – Further to a May 8th bidding procedures order [Docket No. 1307] and an auction held on June 2nd, the Debtor notified the Court that MTIC Acquisitions, LLC (the “Successful Bidder,” previously identified as Thames River Acquisitions) had been designated as the successful bidder in relation to the sale of real property located in Uncasville, Connecticut (the “Property*,” a 113 acre property currently operated as St. Bernard Bernard School), with a second group led by school alumni (the VanderVelde/Buscetto" group) selected as the backup bidder [Docket No. 1318]. Specifics as to the bids were not revealed (bidding began at $6.5mn) and APA’s have yet to be filed. The sale hearing is scheduled for June 7th.
*The Property consists of a 113-acre site on Route 32 in Montville, Connecticut, that is improved with the 155,865 square foot School, an 800 square foot detached garage and two 80 square foot sheds. Besides the improvements, the Property has a significant amount of woodlands and clearings for fields, lawns and parking.
The sole member of the Successful Bidder is the Mohegan Tribe, with the latter commenting as to its acquisition: "The Mohegan Tribe’s bid to reacquire this historically significant land that was home to our ancestors is centered on ensuring uninterrupted educational opportunities for students, while also preserving our tribe’s cultural heritage for future generations,” said James Gessner, Chairman of the Mohegan Tribal Council. “Through a long-term lease to Saint Bernard School and the protection of tribal homelands for tribal purposes over commercial development, this is a plan that will safeguard both the future of the school and our ancestral homelands. Our bid is competitive, our interest is genuine, and we believe that we are the ideal choice given our longstanding partnerships with the State of Connecticut and this local community.”
On July 15, 2021, the Norwich Roman Catholic Diocesan Corporation (“the Diocese” or the “Debtor”) filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Connecticut, lead case number 21-20687. At filing, the Debtor, a Roman Catholic Diocese based in Norwich, Connecticut, noted estimated assets between $10.0mn and $50.0mn; and estimated liabilities between $50.0mn and $100.0mn.
On January 17, 2023, the Debtor filed its Plan of Reorganization.
On February 3, 2023, the Committee filed a motion to terminate the Debtor’s exclusivity period, stating “that it may quickly seek confirmation of a plan that will place the Debtor’s available assets in a trust-type entity and lodge with that entity the responsibility to efficiently resolve claims and pursue and liquidate assets, including insurance coverage.” In responding to the Committee’s efforts to terminate exclusivity (clearly successful), the Debtor responded that the effort was: “a colossal waste of estate resources…is thoroughly disingenuous and replete with demonstrably provable misstatements.”
The Sale Procedures Motion
The motion [Docket No. 1225] states, “The St. Bernard’s School of Montville, Inc. (the ‘School’) leases the Property from the Diocese pursuant to a month-to-month lease arrangement.
The Diocese is seeking to sell the Property at auction in connection with a plan of reorganization to help create a pool of cash to fund a trust that will make distributions to individuals who have asserted claims for alleged sexual abuse against the Diocese (the ‘Survivors’).
Prior to filing this Motion, the Diocese has engaged in negotiations with two potential purchasers interested in obtaining the Property: Thames River Acquisition, LLC ( 'Thames River') and Saints Country, LLC ('Saints Country,' and, collectively with Thames River, the 'Interested Purchasers'). As discussed in greater detail in Section IV below, the Diocese engaged in negotiations with the Interested Purchasers regarding the terms and conditions of written sale agreements and a new written lease with the School (the 'School Lease'), pursuant to which the respective Interested Purchasers would (i) agree to purchase and the Diocese would agree to sell (subject to Court approval) the Property free and clear of all liens, claims, encumbrances and interests; and (ii) enter into the School Lease with the School."
Negotiations with Thames River
The motion further states, "In September 2022, the Debtor received an unsolicited letter of intent ('Thames River LOI') from an attorney acting on behalf of an unidentified private entity interested in purchasing the Property. The Thames River LOI contemplated, and counsel for the unidentified potential purchaser insisted, that the sale of the Property be effectuated through a private sale for $6 million that was not subject to higher and better offers (the 'Private Sale'). The unidentified potential purchaser, Thames River, thereafter incorporated as a Connecticut limited liability company in December 2022, three months after the Thames River LOI. The Thames River LOI and subsequent negotiations with Thames River reflected an interest in entering into the School Lease.
In or around December 2022 through early February 2023, attorneys for the Debtor, Thames River and the School negotiated the terms of the Private Sale, including the terms of the School Lease; however, those discussions collapsed after an impasse arose related to certain deal terms, including the terms related to the School Lease. Since February 23, 2023 — and after the New London Day wrote an article about Saints Country’s interest in purchasing the Property and entering into the School Lease — Thames River resurfaced with an increased bid, which included a willingness to expose the increased bid to higher and better offers through the Sale Procedures and auction.
Negotiations with Saints Country
On or about January 27, 2023, Saints Country submitted its unsolicited letter of intent ('Saints LOI') which provided, among other things, that Saints Country would purchase the Property for $6 million. Subsequent discussions with Saints Country that ensued revealed that Saints Country was a consortium of the School’s alumni and certain entities that were devoted to continuing the School’s Catholic education mission. In addition to disclosing the names and identities of all individuals, trusts and entities with an interest in Saints Country, its counsel shared proof of financial capacity to close. Subsequent discussions with Saints Country also revealed its desire to enter into the School Lease and willingness to expose the Property to higher and better offers through the Sale Procedures and auction….
After discussions with the Interested Purchasers during March 2023, and after consulting with the Committee, the Debtor determined in the exercise of its business judgment to file the Motion."
The motion continues, “Prior to filing this Motion, the Diocese has engaged in negotiations with two potential purchasers interested in obtaining the Property: Thames River Acquisition, LLC ( ‘Thames River’) and Saints Country, LLC (‘Saints Country’, and, collectively with Thames River, the ‘Interested Purchasers’)…the Diocese engaged in negotiations with the Interested Purchasers regarding the terms and conditions of written sale agreements and a new written lease with the School (the ‘School Lease’), pursuant to which the respective Interested Purchasers would (i) agree to purchase and the Diocese would agree to sell (subject to Court approval) the Property free and clear of all liens, claims, encumbrances and interests; and (ii) enter into the School Lease with the School.
…In addition to continuing negotiating with the Interested Purchasers, on or about the date of the Sale Motion, the Debtor and its professionals will begin utilizing www.bkassets.com to preview the essential terms of the Sale Notice under the website’s ‘On Sale Soon’ portal. The Debtor will publish the Sale Notice in the New London Day and with the media outlets controlled by New England Business Media, LLC (NEBM), a leading provider of regional business (including real estate) news and information in Hartford and New Haven, Connecticut. Additionally, the Sale Notice will be posted with www.bkassets.com after its approval. Additionally, the sale of the Property has received extensive press coverage in the New London Day and the Boston Globe after news of the Interested Purchasers and the Sale of the Property found its way to these press outlets.”
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