Laise Lowachee

FLORIDA – JUNE 15, 2011 – Genovese Joblove & Battista, P.A. (“GJB”) represents Fiddler’s Creek, LLC and twenty-seven of its subsidiaries and affiliates as Chapter 11 Debtors in the United States Bankruptcy Court for the Middle District of Florida, Tampa Division.  Each of the Debtors in these Chapter 11 Cases owns, operates and/or is otherwise affiliated with the fully integrated, premier master-planned residential community known as “Fiddler’s Creek” in southwestern (Naples) Florida.

On February 23, 2010, GJB filed eleven separate Chapter 11 Plans of Reorganization, as amended, which were set for Confirmation Hearing starting on May 26, 2011 and continued to June 20, 2011 at 9:00 A.M, before the Honorable Judge K. Rodney May in Tampa.  The Debtors plan provides, among other things, for an Exit Financing Lending Facility from Mount Kellet in the amount of $45 million.  The Debtors will continue to operate and manage the Fiddler’s Creek Community. The Second Amended Plans of Reorganization have been overwhelmingly approved and supported by all classes of creditors. As of the Petition Date, the Debtors declared assets with a value of $312 Million and mortgage debt (to 8 separate secured lenders) of $160 million (not including Community Development Districts total bond assessments of approximately $103 million). There are significant issues regarding the Community Development Districts and the Bondholders are at stake in these proceedings, which is of significance to other Developers who have financed their projects through Bonds.

GJB has successfully negotiated and implemented, through litigation, a priming and secured post-petition interim financing arrangement (“DIP Financing”) from Gulf Bay Capital, LLC (DIP Lender”) in the amount of $25 million to fund the Debtors’ reorganization case.  This was a very significant and important ruling by the bankruptcy court during the First Days of the case; successfully resolved issues with the Fiddler’s Creek Foundation so as to insure the continued, uninterrupted operation of the principal amenities at Fiddler’s Creek, namely the Club & Spa; successfully negotiated agreements with (i) Iberia Bank, N.A., as successor to Orion Bank, N.A. in respect of the Tarpon Club Loan and the restaurant facilities at the Marco Beach Ocean Resort; (ii) Colonnade Naples, Land, LLC, as successor to Tomen America, Inc., (iii) Key Bank National Association; (iii) Mellon United National Bank; and (iv) Florida Financial Investments, Inc., with regard to their pre-petition liens and security interests; and successfully negotiated and obtained approval of an agreement with Textron Financial Corporation on the terms of a separate debtor-in-possession loan facility to be provided by Textron to FC Golf, Ltd., for the operations of the golf course and temporary driving range located within Fiddler’s Creek.

In addition, GJB worked with key secured creditors to obtain their consent to the DIP financing and approval a 13 week Cash Budget that have carried the Debtors through confirmation of the cases;  negotiated an agreement with the Fiddler’s Creek Community Development Districts 1 and 2 to advance/loan funds to the CDDs in order to pay a portion of the On Roll Assessments for Operations and Maintenance that will ensure uninterrupted and continued level of services to the residents and homeowners of  Fiddler’s Creek;successfully continued home sales – notably the Debtors have sold and closed on 25 homes to third party retail purchasers.  As a result of such sales, the Debtors have realized gross proceeds from their standing real estate inventory in the amount of approximately $25,496,401.00 since the Petition Date; and received approval authorizing the employment of Moelis & Company, LLC (“Moelis & Company”) as the Debtors’ financial advisor and investment banker.

GJB have also successfully defended On November 24, 2010, Colonnade Naples Land, LLC.’s Motion To Terminate the Debtors’ Exclusive Periods to File a Plan of Reorganization and Solicit Acceptance Thereof  and  Joinder of U.S. Bank National Association, As Trustee of Certain Special Assessment Revenue Bonds to Motion; Joinder of Unsecured Creditor, Glenn Vician to Motion, Joinder of U.S. Bank National Association, As Indenture Trustee, to Motion, and Joinder by The Official Committee of Unsecured Creditors’ to Motion (collectively the “Joinders”).   On January 3, 2011, the Court entered an Order denying Colonnade’s Motion to Terminate Exclusivity; successfully defended On June 3, 2010, Creditor U.S. Bank National Association’s  Motion for Entry of an Order Determining that Certain Debtors Are Subject to the Single-Asset Real Estate Provisions of the Bankruptcy Code.   U.S Bank sought entry of an Order determining that (i) the property of the SARE Debtors is single-asset real estate, and (ii) that each of the SARE Debtors is subject to section 362(d)(3) of the Bankruptcy Code due to the fact that the  infrastructure of the Fiddler’s Creek Development was financed in great part by bond indebtedness and that to finance such infrastructure, local units of special purpose government districts were created pursuant to Chapter 190, Florida Statutes, the “Uniform Community Development District Act” (the “Act”).  On October 22, 2010 after oral argument, the Court entered its Order Denying Motion for entry of an order determining that certain debtors are subject to the single-asset real estate provisions of the Bankruptcy Code.

FIDDLER’S CREEK, LLC Case No. 8:10-bk-03846-KRM
951 LAND HOLDINGS, LLC Case No. 8:10-bk-03852-KRM
DY ASSOCIATES, LLC Case No. 8:10-bk-03856-KRM
GBFC DEVELOPMENT, LLC Case No. 8:10-bk-03864-KRM
FC MARINA, LLC Case No. 8:10-bk-03872-KRM
FC BEACH, LLC Case No. 8:10-bk-03873-KRM
FC GOLF, LLC Case No. 8:10-bk-03875-KRM
DY LAND HOLDINGS II, LLC Case No. 8:10-bk-03878-KRM
FC PARCEL 73, LLC Case No. 8:10-bk-03881-KRM
FC COMMERCIAL, LLC Case No. 8:10-bk-03888-KRM
FC HOTEL, LLC Case No. 8:10-bk-03886-KRM
FC RESORT, LLC Case No. 8:10-bk-03896-KRM
GULF BAY HOTEL COMPANY, LLC Case No. 8:10-bk-03905-KRM
GBP DEVELOPMENT, LLC Case No. 8:10-bk-03908-KRM
GB PENINSULA, LTD. Case No. 8:10-bk-03909-KRM
951 LAND HOLDINGS, LTD. Case No. 8:10-bk-03911-KRM
DY LAND ASSOCIATES, LTD. Case No. 8:10-bk-03918-KRM
GBFC DEVELOPMENT, LTD. Case No. 8:10-bk-03920-KRM
GBFC MARINA, LTD. Case No. 8:10-bk-03928-KRM
FC BEACH, LTD. Case No. 8:10-bk-03934-KRM
FC GOLF, LTD. Case No. 8:10-bk-03937-KRM
FC HOTEL, LTD. Case No. 8:10-bk-03938-KRM
FC RESORT, LTD. Case No. 8:10-bk-03947-KRM
GULF BAY HOSPITALITY, LTD. Case No. 8:10-bk-03949-KRM
GULF BAY HOTEL COMPANY, LTD. Case No. 8:10-bk-03950-KRM
GBP DEVELOPMENT, LTD. Case No. 8:10-bk-03952-KRM
Debtors. (Jointly Administered under Case No. 8:10-bk-03846-KRM)


Fiddler’s Creek is located in Collier County, Florida, approximately 12 miles southeast of the City of Naples and six miles north of Marco Island. The Fiddler’s Creek development is comprised of nearly 4,000 zoned acres of prime land in Naples, Florida, and is planned for and capable of accommodating up to 6,000 residences upon projected build-out, which is estimated to be completed in 2020. Fiddler’s Creek has been approved and vested by the State of Florida as a Development of Regional Impact.

Fiddler’s Creek contains five distinctive neighborhoods known as: Fiddler’s Creek, Veneta, Aviamar, Marsh Cove and Meadow Run. Within each of these neighborhoods are several unique villages of varying housing products offering a wide range of price points including, but not limited to, custom built luxury homes, single family homes, coach homes, villa homes and attached-villa residences. In total, there are 1,782 fully constructed and existing homes, including single family homes, coach homes and carriage homes in different communities within Fiddler’s Creek. In addition, there is completed infrastructure for an additional platted 840 units of both single family home sites and multifamily units within a variety of villages. Presently, Fiddler’s Creek contains approximately 2,100 acres of undeveloped land fully entitled for approximately 3,329 additional residential units and amenities. This includes approximately 1,300 acres of the undeveloped land approved for future amenity development, including two golf courses, clubhouses, expanded tennis facilities, lakes, preserves and more. Less than one-third of Fiddler’s Creek will be developed for residential use, while the remainder of the land is dedicated primarily to nature preserves, lakes, parks, golf courses and recreational areas.

In addition to the home and lot inventory, there is over 33 acres of prime commercial property that is “infrastructure ready,” with approximately 23 acres situated along State Road 951 (Collier Blvd.) and approximately 9 acres situated along US 41 (Tamiami Trail). The total commercial square footage for build-out is approximately 300,000 square feet.

The Amenities at Fiddler’s Creek Community include the Club & Spa at Fiddler’s Creek, the Golf Club at Fiddler’s Creek and the Tarpon Club.

The Debtors’ Prepetition Secured Lenders

The Debtors have the following eight (8) separate prepetition secured creditors: (i) AmSouth n/k/a Regions Bank (ii) Fifth Third Bank (iii) Textron Financial Corporation; (iv) Orion Bank n/k/a Iberia Bank; (v) Fiddler’s Debt Investor, LLC, as assignee of KeyBank National Association; (vi) Mellon United National Bank; (vii) Fiddler’s Land Investor, LLC as assignee of Colonnade Naples Land, LLC, as assignee of Tomen America, Inc. and (viii) Florida Financial Investments, Inc. (collectively the “Prepetition Secured Lenders”). As set forth below, each of the Prepetition Secured Lenders asserts a mortgage lien on certain property included in Fiddler’s Creek and owned by one or more of the Debtors.  The mortgage liens asserted by the Prepetition Secured Lenders do not overlap, as each Prepetition Secured Lender financed a separate parcel of land and improvements, if any, thereon contained within the overall Fiddler’s Creek development. As such, no one Prepetition Secured Lender asserts a lien on all of the assets and property comprising Fiddler’s Creek.

Community Development District (“CDD”) Special Assessments

In addition to the secured bank loans referenced herein, certain real estate owned by certain of the Debtors (namely, 951 Land Holdings, Ltd.; DY Land Holdings II, LLC; DY Land Associates, Ltd.; FC Commercial, LLC; FC Parcel 73, LLC; GB Peninsula, Ltd.; GBP Development, Ltd.; GBFC Development, Ltd. and FC Golf, Ltd.) are subject to special assessments by Community Development Districts encompassing certain portions of the Fiddler’s Creek community.  There are two Community Development Districts encompassing Fiddler’s Creek, which are commonly referred to as the Fiddler’s Creek CDD I (“CDD I”) and Fiddler’s Creek CDD II (“CDD II”) (collectively, the “CDDs”).  The infrastructure of certain portions of the Fiddler’s Creek community was financed by bond indebtedness issued by the CDDs.


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