Lynn L. Tavenner, Esquire (Va. Bar No. 30083)

Paula S. Beran, Esquire (Va. Bar No. 34679)

David N. Tabakin, Esquire (Va. Bar No. 82709)

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

Counsel for the Debtor

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Case No. 20-31408-KLP

Gemini Realty LLC1

Debtor Chapter

11

Plan of Reorganization for Gemini Realty, LLC2

June 10, 2020

Preamble for Debtor’s Plan of Reorganization

A. Description and History of the Debtor's Business

Gemini Realty LLC is a limited liability company, whose principal business since late 2016 has 

been the purchase and rehabilitation of real estate for ultimate sale or alternative use. One such 

alternative use potential is as a group home. To that end, a license was obtained from the Virginia 

Department of Behavioral Health & Developmental Services to operate the Debtor’s real property 

located at 1902 Reagan Road, Henrico, Virginia 23231 as a group home. The Debtor is 

rehabilitating its other piece of real property located at 10613 Sherwin Place, Glen Allen, Virginia 

23059, and the same may also ultimately be leased as a group home.

B. Liquidation Analysis

To confirm this Plan, the Court must find that all Creditors and Equity Interest holders who do not 

accept the Plan will receive at least as much under the Plan as such Claim and Equity Interest 

holders would receive in a Chapter 7 liquidation. As such a liquidation analysis is attached hereto 

as Exhibit A, which liquidation analysis demonstrates the same.

1 The Debtor’s address is 10613 Sherwin Place, Glen Allen, Virginia 23059, and the Debtor’s EIN is 84-1710227.

2 Defined terms shall be as provide in Article 8.01 herein

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 1 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

2

C. Ability to Make Future Plan Payments and Operate without Further 

Reorganization

The Debtor maintains that it will have enough Cash over the life of the Plan to (a) make the required 

payments provided herein and (b) operate the Reorganized Debtor’s business as demonstrated on 

the projected financial information attached as Exhibit B. The financial projections show that the 

Reorganized Debtor will have projected disposable income (as defined by § 1191(d) of the 

Bankruptcy Code) for the period described in § 1191(c)(2) of approximately $370,000.00. The 

final Plan payment is expected to be paid on or before August 2023.

The Debtor’s projections are based on the following assumptions: All necessary licenses and 

permits will be obtained by September 2020; Financing markets for investment property will be 

fully operational by September 2020; Tenant and/or residents will pay all expenses other than 

property taxes, property insurance, operating licenses, mortgage payments, and legal/accounting 

expenses; Beginning not later than October 2020, Reorganized Debtor will receive 50 percent of 

the proceeds from the locations of Reagan Property and Sherwin Property from Zuriel and/or the 

residents the residents thereof; Sherwin Property will be refinanced on or before 120 days from 

the Effective Date and all amounts owed subject to a Lien against said property will be paid at 

closing. Unfortunately, certain of said assumptions are outside of the Debtor’s control especially 

given the uncertainties in today’s economy related to the COVID-19 pandemic. For example, on 

March 15, 2020, the Debtor received a conditional loan approval from Velocity Commercial 

Capital, LLC for the refinance of the real estate located at 10613 Sherwin Place, Glen Allen, 

Virginia 23059. However, shortly thereafter the Debtor learned that Velocity Commercial Capital, 

LLC had temporarily suspended loan originations for their investment property mortgage 

programs, and as late as June 2, 2020, the website continued to indicate the same.

You should consult with your accountant or other financial advisor if you have any questions 

pertaining to these projections.

Article 1: Summary

This Plan under Chapter 11 of the Bankruptcy Code proposes to pay the Debtor’s Creditors through 

(a) income generated by the operation of the Debtor’s business for three years from the Initial 

Distribution Date, (b) loans from Ms. Jevette Smith and/or Zuriel and/or (c) a refinance of the 

Sherwin Property.

This Plan provides for: 1 Class of priority Claims;

4 Classes of Secured Claims;

1 Class of General Unsecured Claims; and

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 2 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

3

1 Class of Equity Interest holders.

Secured Claims will be paid (a) pursuant to the terms of Pre-Petition Loan Documents, (b) in full

on or before 120 days from the Effective Date, (c) payment in full in pro-rata payments on each 

Distribution Date beginning on the Initial Distribution Date, paid pro-rata of the Distribution 

Amount to all Holders of Allowed Secured Claims other than Mr. Cooper, (d) surrender of the 

respective Collateral, and/or (e) as otherwise agreed by the Debtor and the holder of the Secured 

Claim. This Plan also provides for the payment of Administrative and Priority Claims in full based 

on known Claims. Non-priority General Unsecured Creditors holding Allowed Claims will receive 

Distributions, which the Debtor has valued at approximately 100 cents on the dollar based on 

known Claims. The complete universe of Claims is unknown because the Claims Bar Date has not 

passed, which date is July 13, 2020, with respect to Claims of Non-Governmental Units and which 

date is September 8, 2020, with respect to Claims of Governmental Units.

All Creditors and Equity Security Holders should refer to Articles 3 through 6 of this Plan for 

information regarding the precise treatment of their Claim.

Your rights may be affected. You should read these papers carefully and discuss them with 

your attorney if you have one. (If you do not have an attorney, you may wish to consult one.)

Article 2: Classification of Claims and Interests

2.01 Class 1 The Secured Claim of Mr. Cooper, to the extent Allowed as a Secured 

Claim under § 506 of the Code.

2.02 Class 2 The Secured Claim of Prasad Associates to the extent Allowed as a 

Secured Claim under § 506 of the Code.

2.03 Class 3 The Secured Real Property Claims against the Reagan Property other 

than Mr. Cooper, to the extent Allowed as Secured Claims under § 506 

of the Code.

2.04 Class 4 The Secured Real Property Claims against the Sherwin Property other 

than Prasad Associates, to the extent Allowed as Secured Claims under 

§ 506 of the Code.

2.05 Class 5 All Allowed Claims entitled to priority under § 507(a) of the Code 

(except Administrative Expense Claims under § 507(a)(2), and Priority 

Tax Claims under § 507(a)(8)).

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 3 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

4

2.06 Class 6 All non-priority General Unsecured Claims allowed under § 502 of the 

Code.

2.07 Class 7 Equity Interests of the Debtor.

Article 3: Treatment of Administrative Expense Claims, Priority Tax Claims, and 

Quarterly and Court Fees

3.01 Unclassified 

Claims

Pursuant to § 1123(a)(1), Administrative Expense Claims, and Priority 

Tax Claims are not in Classes.

3.02 Administrative 

Claims and Fee 

Claims

Provided that (a) proof/request of Administrative Expense Claim has 

been filed on or before the Administrative Claims Bar Date and (b) an 

Administrative Claim has not been paid prior to the Effective Date, on, 

or as soon as reasonably practicable after the Distribution Date 

immediately following the date an Administrative Claim becomes an 

Allowed Administrative Claim, a Holder of an Allowed 

Administrative Claim shall receive, in full and final satisfaction, 

settlement and release of and in exchange for such Allowed 

Administrative Claim, (i) Cash equal to the unpaid portion of such

Allowed Administrative Claim or (ii) such other treatment as to which 

such Holder and the Debtor shall have agreed upon in writing; 

provided, however, that Allowed Administrative Claims with respect 

to liabilities incurred by the Debtor in the ordinary course of business 

during the Chapter 11 Case may be paid in the ordinary course of 

business in accordance with the terms and conditions of any 

agreements relating thereto by the Debtor. Holders of Administrative 

Claims will be paid in full on account of their Claims and are not 

entitled to vote on this Plan.

Persons seeking an award by the Bankruptcy Court of a Fee Claim 

incurred through and including the Effective Date shall, unless 

otherwise ordered by the Bankruptcy Court: (i) file their respective 

final applications for allowance of compensation for services rendered 

and reimbursement of expenses incurred by the date that is no later 

than thirty (30) days after the Effective Date; and (ii) except as 

otherwise provided in the Plan, be paid in full in such amounts as are 

approved by the Bankruptcy Court upon the later of (a) the date upon 

which the Order relating to any such Fee Claim is entered or (b) upon 

such other terms as may be mutually agreed upon between the Holder 

of such Fee Claim and the Debtor.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 4 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

5

3.03 Priority Tax 

Claims

Allowed Priority Tax Claims shall be paid in full in the amount of 

Allowed Priority Tax Claims in not less than yearly payments on each 

Distribution Date beginning on the Initial Distribution Date within five 

(5) years from the Petition Date and in a manner not less favorable than 

payments to Holders in Class 6.

3.04 Statutory Fees Any fees required to be paid under 28 U.S.C. § 1930 that are owed on 

or before the Effective Date of this Plan have been paid or will be paid 

on the Effective Date. The Debtor is aware of no said amount due and 

owing given 28 U.S.C. 1930(a)(6)(A) specifically excludes payments 

for cases under Subchapter V of the Bankruptcy Code.

Article 4: Treatment of Claims and Interests Under the Plan

4.01 Claims and Equity Interests shall be treated as follows under this Plan:

Class Impairment Treatment

Class 1 - Secured Claim 

of Mr. Cooper

Impaired

Unimpaired

Class 1 consists of the outstanding balance as of the 

Confirmation Date of the Allowed Secured Claim 

of Mr. Cooper. The same will be paid pursuant to 

the terms of the Pre-Petition Loan Documents, as 

may be modified by Mr. Cooper, between Mr. 

Cooper and the Debtor.

Class 2 – Secured Claim 

of Prasad Associates

Impaired

Unimpaired

Class 2 consists of the outstanding balance as of the 

Confirmation Date of the Allowed Secured Claim 

of Prasad Associates. The same will be satisfied in 

full with (a) the Prasad Associates Payment on or 

before 120 days of the Effective Date and (b) the 

Prasad Associates Release. Within seven (7) days 

after the Effective Date, the Debtor shall tender the 

Prasad Associates Pocket Deed to counsel for 

Prasad Associates, who shall hold the same in 

escrow subject to the terms of this Plan. The PrePetition Loan Documents of Prasad Associates 

shall remain in full force and effect except as 

modified herein until payment of the Prasad

Associates Payment or as otherwise mutually 

agreed by Prasad Associates and the 

Debtor/Reorganized Debtor. Upon receipt of the 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 5 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

6

Prasad Associates Payment, (1) all of the PrePetition Loan Documents of Prasad Associates 

shall be marked “satisfied” and/or “released,” and 

thereafter permanently destroyed, and (2) the 

Prasad Associates Pocket Deed shall immediately 

be destroyed. To the extent the Prasad Associates 

Pocket Deed is ever recorded before the time 

provided herein and/or after payment of the Prasad

Associates Payment, the same shall be deemed void 

and in contravention of the Confirmation Order.

Class 3 – Secured Real 

Property Claims

Against the Reagan 

Property Other Than 

Mr. Cooper

Impaired

Unimpaired

Class 3 consists of the outstanding balance as of the 

Confirmation Date of all Allowed Secured Claims

against the Reagan Property other than Claims of 

Mr. Cooper. The same will be satisfied by (a) 

payment in full in pro-rata payments on each 

Distribution Date beginning on the Initial 

Distribution Date, paid pro-rata of the Distribution 

Amount to all Holders of Allowed Secured Claims 

other than Mr. Cooper, (b) surrender of the 

Collateral, and/or (c) as otherwise agreed by the 

Holder of said Claim. Claimants in this Class shall 

retain their Liens against the assets of the 

Debtor/Reorganized Debtor in the same extent and 

validity as they maintained before the Petition Date 

against the Debtor.

Class 4 – Secured Real 

Property Claims 

Against the Sherwin 

Property Other Than 

Prasad Associates

Impaired

Unimpaired

Class 4 consists of the outstanding balance as of the 

Confirmation Date of all Allowed Secured Claims 

other than the Claims of Prasad Associates against 

the Sherwin Property. The same will be satisfied by 

(a) payment in full in pro-rata payments on each 

Distribution Date beginning on the Initial 

Distribution Date, paid pro-rata of the Distribution 

Amount to all Holders of Allowed Secured Claims; 

(b) paid in full on or before 120 days of the 

Effective Date; (c) surrender of the Collateral, 

and/or (d) as otherwise agreed by the Holder of said 

Claim. Claimants in this Class shall retain their 

Liens against the assets of the Debtor/Reorganized 

Debtor in the same extent and validity as they 

maintained before the Petition Date against the 

Debtor.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 6 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

7

Class 5 – Priority 

Claims Excluding 

Those in Article 3

Impaired

Unimpaired

Class 5 consists of the outstanding balance as of the 

Confirmation Date of the Allowed Priority Claims, 

which Allowed Priority Claims shall be paid in full 

in the amount of Allowed Priority Claims in not less 

than yearly payments on each Distribution Date 

beginning on the Initial Distribution Date within 

five (5) years from the Petition Date and in a 

manner not less favorable than payments to Holders 

in Class 6.

Class 6 – Non-Priority 

General Unsecured 

Creditors

Impaired

Unimpaired

Except to the extent that the Holder of a Claim in 

Class 6 agrees to less favorable treatment, each 

Holder not otherwise treated in another Class, shall 

receive its pro-rata share of the Distribution 

Amount from the Debtor on each Distribution Date, 

commencing after complete satisfaction of all 

Allowed Claims in other Classes, Allowed Fee 

Claims and/or Allowed Administrative Claims until 

(a) such Allowed Unsecured Claims have been paid 

in full or (b) the third Distribution Date. The 

obligations of the Debtor with respect to Claims in 

Class 6 shall not be secured.

Class 7 - Equity 

Security Holders of the 

Debtor

Impaired

Unimpaired

The Holder of the Reorganized Debtor’s Equity 

Interests shall be Ms. Smith.

Article 5: Allowance and Disallowance of Claims

5.01 Disputed Claim A Disputed Claim is a Claim that has not been allowed or 

disallowed by a final non-appealable order, and as to 

which either: 

(i) a Proof of Claim has been filed or deemed filed, and 

the Debtor or another party in interest has filed an 

objection; or

(ii) no Proof of Claim has been filed, and the Debtor has 

scheduled such Claim as disputed, contingent, or 

unliquidated.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 7 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

8

5.02 Delay of Distribution on a 

Disputed Claim

No distribution will be made on account of a Disputed 

Claim unless such claim is allowed by a Final Order.

5.03 Settlement of Disputed 

Claims

The Debtor will have the power and authority to settle and 

compromise a Disputed Claim with court approval and 

compliance with Rule 9019 of the Federal Rules of 

Bankruptcy Procedure.

Article 6: Provisions for Executory Contracts and Unexpired Leases

6.01 Assumed 

Executory 

Contracts and 

Unexpired 

Leases

(a) The Debtor assumes, and if applicable assigns to the Reorganized 

Debtor, the following executory contracts, and unexpired leases as 

of the Effective Date:

T-Mobile; Traveler’s/Geico Insurance Company, Inc.; 

lease/agreement with Zuriel; any and all building permits and/or 

certificates of occupancy and related instruments and any and 

all licenses obtained from the Virginia Department of 

Behavioral Health and Developmental Services and/or similar 

entities.

3

(b) Except for executory contracts and unexpired leases that have been 

assumed, and if applicable assigned, before the Effective Date or 

under section 6.01(a) of this Plan, or that are the subject of a pending 

motion to assume, and if applicable assign, the Debtor will be 

conclusively deemed to have rejected all executory contracts and 

unexpired leases as of the Effective Date.

A Proof of Claim arising from the rejection of an executory contract or 

unexpired lease under this section must be filed no later than 30 days 

after entry of the Confirmation Order.

Article 7: Means for Implementation of the Plan

7.01

Plan Payments/ 

Vesting of 

Property

Payments under the Plan will be made with (a) the Debtor’s 

Disposable Income for three years from the Initial Distribution, 

(b) loans from Ms. Smith and/or Zuriel and/or (c) a refinance of 

the Sherwin Property. For the avoidance of doubt, the 

3 The Debtor does not concede that all said instruments are executory contracts, but the same are included out of an 

abundance of caution.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 8 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

9

Debtor/Reorganized Debtor shall be authorized to refinance the 

Sherwin Property as a means of implementing this Plan. To the 

extent any loans are obtained from Ms. Smith and/or Zuriel, the 

Reorganized Debtor shall be authorized to repay said amounts 

when sufficient funds exist to cover said advances and other 

operating expenses. On the Effective Date, all Estate property

shall revest in the Reorganized Debtor, subject to the Liens of 

Mr. Cooper, Prasad Associates, the City of Richmond DPU, 

Henrico County, and Magnolia Ridge expressly 

created/preserved by this Plan, but otherwise free and clear of all 

other liens, claims, interests, and encumbrances.

7.02

Exemption from 

Transfer and 

Recordation Taxes

Pursuant to Bankruptcy Code § 1146(a), any transfers from any 

Debtor and/or the Reorganized Debtor to any Entity, pursuant to 

this Plan in the United States shall not be subject to any stamp 

tax or similar tax, and the Confirmation Order shall direct the 

appropriate state or local governmental officials or agents to 

forgo the collection of any such tax or governmental assessment 

and to accept for filing and recordation any of the foregoing 

instruments or other documents without the payment of any such 

tax or governmental assessment.

7.03

Effectuating 

Documents and 

Further 

Transactions

The Debtor and/or Reorganized Debtor shall be authorized to 

execute, deliver, file or record such stipulations, contracts, 

instruments, releases and other agreements or documents and 

take such actions as may be necessary or appropriate to 

effectuate and further evidence the terms and conditions of this 

Plan. In addition, the Debtor, upon the Confirmation Order 

becoming a Final Order, may without further notice or order rent 

and/or otherwise lease to one or more entities the Reagan

Property and/or the Sherwin Property. Furthermore, pursuant to 

§ 1142(b) of the Bankruptcy Code, any necessary party and/or 

parties will be directed by the Court to execute or deliver or to 

join in the execution or delivery of any instrument required to 

effect a transfer of property dealt with by this Plan, and to 

perform any other act, including the satisfaction of any lien, that 

is necessary for the consummation of the Plan.

7.04 Releases of Record

Upon the request of the Debtor and/or Reorganized Debtor, any 

Entity (1) that is entitled to receive any distribution under this 

Plan and/or (2) whose Lien (or purported lien) is extinguished or 

modified pursuant to this Plan, shall execute and deliver such 

documents and instruments as are necessary to release or modify 

of record any Lien, to the extent such Lien is extinguished or 

modified pursuant to this Plan. Notwithstanding any provision 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 9 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

10

in this Plan, the Debtor and/or Reorganized Debtor shall not be 

required to make any Distribution, or deliver any document or 

instrument, to such Entity, unless and until such Entity has 

complied with this obligation. To the extent such entity fails to 

take such action forthwith upon the Effective Date, the 

Reorganized Debtor is authorized to take such action. The 

obligations set forth in this paragraph shall not be waived by any 

action or inaction of the Debtor and/or Reorganized Debtor, 

including without limitation commencement of Distributions to

the affected Entity.

7.05

Causes of Action 

and Avoidance 

Actions

Except as expressly set forth in this subsection and/or the Prasad 

Associates Release, all Causes of Action of the Debtor shall be 

preserved. Avoidance Actions under § 547 of the Bankruptcy

Code shall be released on the Effective Date.

7.06 Preservation of 

Priority

Notwithstanding the occurrence of the Effective Date, all 

Allowed Claims, including without limitations Allowed 

Administrative Claims, shall retain their respective priority 

under the Bankruptcy Code and applicable non-bankruptcy law.

7.07 Employment of 

Insiders

The Debtor and/or Reorganized Debtor may employ Insiders 

including but not limited to Ms. Smith. Compensation paid to an 

Insider shall be at or below fair market value if said Insider is 

Ms. Smith.

7.08 Officers and 

Directors

The officers and directors of the Reorganized Debtor shall be 

Ms. Smith and others as disclosed on or before the Confirmation 

Hearing.

7.09 Bar Date

Any Claim in existence as of the Petition Date that is not 

scheduled by the Debtor, or that is scheduled as contingent, 

unliquidated or disputed, or that varies in amount, nature or 

priority from that stated in the Debtor’s Schedules, must have 

been asserted, if at all, by the filing of a Proof of Claim with the 

Bankruptcy Court. Such Proof of Claim must have been filed 

with the Bankruptcy Court no later than the Claims Bar Date. 

Absent further order of the Bankruptcy Court, the failure to 

file a Proof of Claim by the Claims Bar Date shall constitute 

a bar against the assertion or collection of any such Claim, 

and shall relieve the Debtor from any liability, responsibility, 

or obligation with respect to such Claim. Without limiting 

the generality of the foregoing, no distribution shall be made 

pursuant to this Plan with respect to any Claim that is not 

filed by the Claims Bar Date. The Debtor shall not be 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 10 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

11

required to file any objection in order to confirm or 

determine the disallowance of any late-filed Proof of Claim.

7.10

Delivery of Distributions and Undeliverable or Unclaimed 

Distributions Assuming a Consensual Plan4

7.10.a

Delivery of 

Distributions in 

General

Distributions to Holders of Allowed Claims shall be made by the 

Debtor (a) at the addresses set forth on the Proofs of Claim filed 

by such Holders, (b) at the addresses set forth in any written 

notices of address changes delivered to the Debtor after the date 

of any related Proof of Claim, (c) at the addresses reflected in 

the Schedules if no Proof of Claim has been filed and the Debtor 

has not received a written notice of a change of address, (d) at 

the addresses set forth in the other records of the Debtor at the 

time of the Distribution or (e) in the case of the Holder of a Claim 

that is governed by an agreement and is administered by an agent 

or servicer, at the addresses contained in the official records of 

such agent or servicer. Distributions shall be made in accordance 

with the terms of this Plan. In making Distributions under this 

Plan, the Debtor may rely upon the accuracy of the claims 

register maintained in the Chapter 11 Case, as modified by any 

Final Order of the Bankruptcy Court allowing or disallowing 

Claims in whole or in part.

7.10.b

Undeliverable and 

Unclaimed 

Distributions

If the Distribution to any Holder of an Allowed Claim is made 

in accordance with this Plan and is returned to the Debtor as 

undeliverable or is otherwise unclaimed within sixty (60) days 

following such Distribution, such Distribution may be cancelled 

and the Debtor and/or Reorganized Debtor shall be relieved of 

any and all obligations to make further Distributions to such 

Holder. Any Holder of an Allowed Claim that does not timely 

negotiate any payment made pursuant to this Plan shall be 

deemed to have forfeited its Claim and shall be forever barred 

and enjoined from asserting any such Claim for an undeliverable 

or unclaimed Distribution against the Debtor and its Estate, and 

its agents, attorneys, representatives, employees or independent 

contractors, and/or any of its property. In such cases, any Cash 

otherwise reserved for undeliverable or unclaimed Distributions 

shall become property of the Debtor, free of any restrictions 

thereon, and notwithstanding any federal or state escheat laws to 

the contrary. Nothing contained in this Plan shall require the 

4 To the extent Confirmation occurs pursuant to § 1191(b) of the Bankruptcy Code, Distributions as provided above 

shall be made by the SubChapter V Trustee from Estate property as provided in § 1191(b).

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 11 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

12

Debtor to attempt to locate any Holder of an Allowed Claim; 

provided, however, that in its sole discretion, the Debtor may 

take such other action as the Debtor deems appropriate to locate 

Holders of Allowed Claims.

7.11 Prepayment

Except as otherwise expressly provided in this Plan or the 

Confirmation Order, the Debtor and/or Reorganized Debtor shall 

have the right to prepay, without penalty, all, or any portion of 

an Allowed Claim, at any time.

7.12

Means of Cash 

Payment

Assuming a 

Consensual Plan5

Cash payments made pursuant to this Plan shall be in U.S. 

dollars and shall be made on, and after the Effective Date, at the 

option and in the sole discretion of the Debtor and/or the 

Reorganized Debtor by (i) checks drawn on or (ii) wire transfers 

from a domestic bank selected by the Debtor. In the case of 

foreign creditors, Cash payments may be made, at the option of 

the Debtor and/or Reorganized Debtor, in such funds and by 

such means as are necessary or customary in a particular 

jurisdiction.

7.13 Interest on Claims

Unless otherwise specifically provided for in this Plan or the 

Confirmation Order, post-petition interest shall not accrue or be 

paid on any Claim, and no Holder of an Allowed Claim shall be 

entitled to interest accruing on or after the Petition Date on any

Claim. Unless otherwise specifically provided for in this Plan or 

the Confirmation Order or the interest shall not accrue or be paid 

upon any Disputed Claim in respect of the period from the 

Petition Date to the date a final Distribution is made thereon if 

and after such Disputed Claim becomes an Allowed Claim.

7.14

Withholding and 

Reporting 

Requirements

In connection with the Plan and all Distributions under this Plan, 

the Debtor and/or the Reorganized Debtor shall, to the extent 

applicable, comply with all tax withholding, payment, and 

reporting requirements imposed by any federal, state, provincial, 

local, or foreign taxing authority, and all Distributions under this 

Plan shall be subject to any such withholding, payment, and 

reporting requirements. The Debtor shall be authorized to take 

any and all actions that may be necessary or appropriate to 

comply with such withholding, payment, and reporting 

requirements. All amounts properly withheld from Distributions 

to a Holder as required by applicable law and paid over to the 

5 To the extent Confirmation occurs pursuant to § 1191(b) of the Bankruptcy Code, Distributions as provided above 

shall be made by the SubChapter V Trustee from Estate property as provided in § 1191(b).

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 12 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

13

applicable taxing authority for the account of such Holder shall 

be treated as part of the Distributions to such Holder. All Entities 

holding Claims shall be required to provide any information 

necessary to effect information reporting and withholding of 

such taxes. For example, with respect to any employee-related 

withholding, if the Debtor is obligated by law to withhold 

amounts from Distributions to a present or former employee to 

satisfy such present or former employee’s tax and other payroll 

obligations, the Debtor may withhold a portion of the 

Distributions allocated to the Holder of an Allowed Claim that 

is a present or former employee, whether or not such 

Distributions are in the form of Cash, in such amount as is 

determined necessary to satisfy such Holder’s tax and other 

payroll obligations with respect to the Distributions. 

Notwithstanding the foregoing or any other provision of this 

Plan, (a) each Holder of an Allowed Claim that is to receive a 

Distribution pursuant to this Plan shall have sole and exclusive 

responsibility for the satisfaction and payment of any tax 

obligations imposed by any governmental unit, including 

income, withholding, and other tax obligations, on account of 

such Distribution, and (b) no Distribution shall be made to or on 

behalf of such Holder pursuant to this Plan unless and until such 

Holder has made arrangements satisfactory to the Debtor for the 

payment and satisfaction of such withholding tax obligations or 

such tax obligation that would be imposed upon the Debtor in 

connection with such Distribution. Any property to be 

distributed pursuant to this Plan shall, pending the 

implementation of such arrangements, be treated as an 

undeliverable Distribution pursuant to Section 7.10 of the Plan.

7.15 Setoffs

Except as otherwise provided in this Plan, the Debtor and/or the 

Reorganized Debtor may, pursuant to Bankruptcy Code §§ 553, 

558, or applicable nonbankruptcy laws, but shall not be required 

to, set off against any Claim, and the payments or other 

Distributions to be made pursuant to this Plan in respect of such 

Claim, Claims of any nature whatsoever that the Debtor may 

have against the Holder of such Claim; provided, however, that 

neither the failure to do so nor the allowance of any Claim 

hereunder shall constitute a waiver or release by the Debtor of 

any such Claim that the Debtor may have against such Holder.

7.15.a By Non-Debtors

Unless otherwise stipulated in writing by the Debtor and/or 

Reorganized Debtor, or asserted pursuant to a timely filed Proof

of Claim or as expressly provided for by the terms of the 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 13 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

14

agreement underlying any timely filed Proof of Claim, any party 

against whom a claim or counterclaim is asserted by the Estate 

(an “Estate Claim”) must assert or must have asserted any setoff 

rights, right of subrogation, or recoupment of any kind against 

such Estate Claim at the time it answers such Estate Claim, or 

such right of setoff, subrogation or recoupment will be deemed 

waived and forever barred.

7.16

Procedure for Treating and Resolving Disputed, Contingent,

and/or Unliquidated Claims

7.16.a

No Distributions 

on Disputed 

Claims

Notwithstanding any other provision of this Plan, no payments 

or Distributions shall be made with respect to all or any portion 

of a Disputed Claim unless and until all objections to such 

Disputed Claim have been settled or withdrawn or have been 

determined by Final Order, and the Disputed Claim, or some 

portion thereof, has become an Allowed Claim; provided, 

however, that if the only dispute regarding a Disputed Claim is 

to the amount of the Disputed Claim, the Holder of a Disputed 

Claim shall be entitled to a Distribution on account of that 

portion of the Disputed Claim which the Debtor does not dispute 

at the time and in the manner that the Debtor makes Distributions 

to Holders of Allowed Claims pursuant to the provisions of this 

Plan.

7.16.b Distributions on 

Allowed Claims

Payments and Distributions to each respective Claimholder on 

account of a Disputed Claim, to the extent that it ultimately 

becomes an Allowed Claim, shall be made in accordance with 

provisions of this Plan that govern Distributions to such Holders. 

Except as otherwise provided in this Plan, on the earlier of (a) 

the Distribution Date following the date when a Disputed Claim 

becomes an Allowed Claim or (b) ninety (90) days after such 

Disputed Claim becomes an Allowed Claim, the Debtor will 

distribute to the Holder any Cash from that would have been 

distributed on the dates Distributions were previously made to 

Holders had such Allowed Claim been an Allowed Claim on 

such dates. All Distributions made under this Article of this Plan 

on account of an Allowed Claim will be made together with any 

dividends, payments, or other Distributions made on account of, 

as well as any obligations arising from, the distributed property 

as if such Allowed Claim had been an Allowed Claim on the 

dates Distributions were previously made to Holders of Allowed 

Claims included in the applicable Class.

7.16.c De Minimis Except as otherwise expressly provided in this Plan, the Debtor 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 14 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

15

Distributions shall not have any obligation to make a Distribution on account 

of an Allowed Claim if the amount to be distributed to the 

specific Holder of the Allowed Claim does not constitute a final 

Distribution to such Holder and such Distribution has a value 

less than $10.00.

7.17 Fractional Dollars

Any other provision of this Plan notwithstanding, the Debtor 

shall not be required to make Distributions or payments of 

fractions of dollars. Whenever any payment of a fraction of a 

dollar under this Plan would otherwise be called for, the actual 

payment shall reflect a rounding of such fraction to the nearest 

whole dollar (up or down), with half dollars being rounded 

down.

7.18 Distribution 

Record Date

The Debtor will have no obligation to recognize the transfer of 

or sale of any Claim or any participation in any Claim, that 

occurs after the Confirmation Date, and will be entitled for all 

purposes herein to recognize, deal with and distribute only to 

those Holders of Allowed Claims who are record Holders of 

such Claims, or participants therein, as of the close of business 

on the Confirmation Date, as stated on the official claims 

register.

Article 8: General Provision

8.01

Definitions and 

Rules of 

Construction

The definitions and rules of construction set forth in §§ 101, 1182,

and 102 of the Code shall apply when terms defined or construed in 

the Code are used in this Plan, and they are supplemented by the 

following definitions:

1.1.Administrative Claim and/or Administrative Expense Claim 

mean a Claim, other than a Fee Claim for costs and expenses of 

administration of this Chapter 11 Case under Bankruptcy Code 

§§ 503(b), 507(b), or 1114(e)(2), and entitled to priority under 

Bankruptcy Code § 507(a)(2), including: (a) any actual and 

necessary costs and expenses, incurred after the Petition Date, of 

preserving the Estate and operating the business of the Debtor; 

and (b) all other claims entitled to administrative claim status 

pursuant to a Final Order of the Bankruptcy Court.

1.2.Administrative Claims Bar Date means the first Business Day 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 15 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

16

that is thirty (30) days following the Effective Date.

1.3.Allowed Claim means a Claim or any portion thereof (a) that has 

been allowed by a Final Order of the Bankruptcy Court, (b) that 

either (x) has been Scheduled as a liquidated, non-contingent, and 

undisputed Claim in an amount greater than zero on the 

Schedules, or (y) is the subject of a timely filed Proof of Claim 

as to which either (i) no objection to its allowance has been filed 

(either by way of objection or amendment to the Schedules) 

within the periods of limitation fixed by the Bankruptcy Code or 

by any order of the Bankruptcy Court or (ii) any objection to its 

allowance has been settled, waived through payment, or 

withdrawn, or has been denied by a Final Order, or (c) that is 

expressly allowed in a liquidated amount in this Plan; provided, 

however, that with respect to an Administrative Claim, “Allowed 

Claim” means an Administrative Claim as to which a timely 

written request for payment has been made in accordance with 

applicable bar dates for such requests set by the Bankruptcy 

Court (if such written request is required) in each case as to which 

the Debtor, or any other party in interest (x) has not interposed a 

timely objection or (y) has interposed a timely objection and such 

objection has been settled, waived through payment, or 

withdrawn, or has been denied by a Final Order; provided, 

further, however, that for purposes of determining the status (i.e., 

Allowed or Disputed) of a particular Claim prior to the expiration 

of the period as may be fixed for filing objections to the 

allowance or disallowance of Claims, any such Claim which has 

not been previously allowed or disallowed by a Final Order of the 

Bankruptcy Court or this Plan shall be deemed a Disputed Claim 

unless such Claim is specifically identified by the Debtor as being 

an Allowed Claim.

1.8.Assets means all tangible and intangible assets of every kind and 

nature of the Debtor and its Estate, and all proceeds thereof, 

existing as of the Effective Date.

1.9.Avoidance Actions means Causes of Action arising under 

Bankruptcy Code §§ 510, 541, 542, 544, 545, 547 through 551 

and/or 553, or under related state or federal statutes and common 

law, including, without limitation, fraudulent transfer laws, 

whether or not litigation is commenced to prosecute such Causes 

of Action.

1.10. Ballot means each of the ballot forms distributed to each 

Holder of a Claim or Interest entitled to vote to accept or reject 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 16 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

17

this Plan.

1.11. Bankruptcy Case means the case under Chapter 11 of the 

Bankruptcy Code commenced by the Debtor in the Bankruptcy 

Court and referenced as Chapter 11 case number 20-31408.

1.12. Bankruptcy Code and/or Code means Title 11 of the United 

States Code, as now in effect or hereafter amended and as 

applicable to the Chapter 11 Case.

1.13. Bankruptcy Court and/or Court means the United States 

Bankruptcy Court for the Eastern District of Virginia, or any 

other court with jurisdiction over the Chapter 11 Case.

1.14. Bankruptcy Rules means, collectively, the Federal Rules of 

Bankruptcy Procedure and the Official Bankruptcy Forms, as 

amended, the Federal Rules of Civil Procedure, as amended, and 

as applicable to this Chapter 11 Case or proceedings therein, as 

the case may be, and the Local Rules, as now in effect or hereafter 

amended.

1.15. Business Day means any day, other than a Saturday, Sunday, 

or Legal Holiday (as defined in Bankruptcy Rule 9006(a)).

1.16. Cash means legal tender of the United States of America and 

equivalents thereof, which may be conveyed by check or wire 

transfer.

1.17. Capital Expenditure Reserve means an amount not greater 

than $15,000.00.

1.18. City of Richmond DPU means the City of Richmond 

Department of Public Utilities.

1.19. Claim means as set forth in Bankruptcy Code § 101(5).

1.20. Claims Bar Date means the bar date for filing Proofs of 

Claim for Claims arising prior to the Petition Date against the 

Debtor, which date is July 13, 2020, with respect to Claims of 

Non-Governmental Units and which date is September 8, 2020, 

with respect to Claims of Governmental Units.

1.21. Class means a category of Holders of Claims or Interests, as 

described in Article 2 hereof.

1.22. Collateral means any property or interest in property of the 

Debtor’s Estate subject to a Lien to secure the payment or 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 17 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

18

performance of a Claim.

1.23. Confirmation means entry by the Bankruptcy Court of the 

Confirmation Order.

1.24. Confirmation Date means the last date on which the Clerk of 

the Bankruptcy Court enters the Confirmation Order on the 

Bankruptcy Court docket in this Chapter 11 Case.

1.25. Confirmation Hearing means the hearing held by the 

Bankruptcy Court to consider Confirmation of this Plan as such 

hearing may be adjourned or continued from time to time.

1.26. Confirmation Order means the order entered by the 

Bankruptcy Court Confirming this Plan under Bankruptcy Code 

§§ 1129 and 1191 in the Chapter 11 Case.

1.27. Consummation or Consummate means the occurrence of, or 

to achieve, the Effective Date.

1.28. Contingent means, with reference to a Claim, a Claim that 

has not accrued or is not otherwise payable and the accrual of 

which, or the obligation to make payment on which, is dependent 

upon a future event that may or may not occur.

1.29. Creditor means any Entity that holds a Claim against the 

Debtor.

1.30. Debtor means Gemini Realty, LLC.

1.31. Disallowed means, with respect to a Claim, or any portion 

thereof, that such Claim (a) has been disallowed by a Final Order, 

(b) is Scheduled at zero or as contingent, disputed or unliquidated 

and as to which no Proof of Claim has been filed by the applicable 

Claims Bar Date or deemed timely filed pursuant to either the 

Bankruptcy Code or any Final Order or under applicable law, or 

(c) is not Scheduled, and as to which (i) no Proof of Claim has 

been filed by the applicable Claims Bar Date or deemed timely 

filed pursuant to either the Bankruptcy Code or any Final Order 

or under applicable law, or (ii) no request for payment of an 

Administrative Claim has been filed by the Administrative 

Claims Bar Date, as appropriate, or deemed timely filed pursuant 

to either the Bankruptcy Code or any Final Order or under 

applicable law.

1.32. Disposable Income means as defined at § 1191 and as 

specifically applied herein - annual net income less amounts for 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 18 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

19

payment of reasonable overhead, reasonable operating costs, a 

tax reserve, the Operating Reserve and the Capital Expenditure 

Reserve.

1.33. Distribution means any distribution pursuant to this Plan to 

the Holders of Allowed Claims.

1.34. Distribution Amount means the yearly amount available for 

payments under the Plan for Classes 3 through 6, which is 

Disposable Income less amounts for payment of Allowed Fee 

Claims and Allowed Administrative Claims.

1.35. Distribution Date means either the Initial Distribution Date 

or the date on which any subsequent yearly Distribution occurs.

1.36. Effective Date means the Business Day this Plan becomes 

effective as provided in Article 8.02 hereof.

1.37. Entity has the meaning set forth in Bankruptcy Code § 

101(15).

1.38. Estate means the estate of the Debtor created under 

Bankruptcy Code § 541 as modified in § 1186.

1.39. Exhibit means an exhibit annexed to this Plan.

1.40. Fee Claim means a Claim of a Professional for compensation 

or reimbursement of costs and expenses relating to services 

incurred after the Petition Date and prior to and including the 

Effective Date including amounts owed to Tavenner & Beran and 

the SubChapter V Trustee.

1.41. Final Decree means the decree contemplated under 

Bankruptcy Rule 3022.

1.42. Final Distribution Date means the date on which the Debtor 

has completed the Distributions of Distribution Amounts under 

the Plan, which date shall be within three (3) years of the 

Effective Date.

1.43. Final Fee Applications means the final requests for payment 

of Fee Claims.

1.44. Final Order means an order or judgment of the Bankruptcy 

Court, or other court of competent jurisdiction, as entered on the 

docket in the Chapter 11 Case, the operation or effect of which 

has not been stayed, reversed, or amended and as to which order 

or judgment (or any revision, modification, or amendment 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 19 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

20

thereof) the time to appeal pursuant to Bankruptcy Rule 8002 or

seek review or rehearing pursuant to Bankruptcy Rule 9023 has 

expired and as to which no appeal or petition for review or 

rehearing was filed or, if filed, remains pending.

1.45. General Unsecured Claim means a Claim that is not an 

Administrative Claim, a Secured Claim, a Priority Tax Claim, or 

a Non-Tax Priority Claim.

1.46. Governmental Unit has the meaning set forth in Bankruptcy 

Code § 101(27).

1.47. Henrico County means the County of Henrico Department of 

Finance.

1.48. Holder means an Entity holding a Claim or Interest.

1.49. Impaired means, when used in reference to a Claim, Interest, 

or Class, a Claim, Interest, or Class that is impaired within the 

meaning of Bankruptcy Code § 1124 of the Bankruptcy Code.

1.50. Initial Distribution Date means the Effective Date or as soon 

thereafter as may be reasonably practicable, but in any event no 

later than the fifth (5th) Business Day following the Effective 

Date.

1.51. Insider means as set forth in the Bankruptcy Code § 101(31).

1.52. Interests and/or Equity Interests mean the legal, equitable, 

contractual, and other rights of any Entity with respect to any 

capital stock, membership interest or other ownership interest in 

the Debtor and/or Reorganized Debtor, whether or not 

transferable, and all options, warrants, call rights, puts, awards, 

or rights or agreements to purchase, sell, or subscribe for an 

ownership interest or other equity security in the Debtor and/or 

Reorganized Debtor.

1.53. Local Rules means the Local Rules of Bankruptcy Practice 

and Procedure of the United States Bankruptcy Court for the 

Eastern District of Virginia as now in effect a hereafter amended.

1.54. Mr. Cooper means Nationstar Mortgage LLC, d/b/a Mr. 

Cooper.

1.55. Ms. Smith means Jevette Smith.

1.56. Non-Tax Priority Claim means a Claim, other than a Priority 

Tax Claim, which is entitled to priority in payment pursuant to 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 20 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

21

Bankruptcy Code § 507(a).

1.57. Operating Reserve means a cash reserve of not greater than 

$5,000.00.

1.58. Petition Date means March 12, 2020.

1.59. Prasad Associates means Prasad Associates, Inc.

1.60. Prasad Associates Payment means a payment of 

$255,000.00 within 120 days of the Effective Date in full 

satisfaction of any and all claims of Prasad Associates.

1.61. Prasad Associates Pocket Deed means a deed conveying the 

real property located at 10613 Sherwin Place, Glen Allen, 

Virginia 23059 to Prasad Associates.

1.62. Prasad Associates Release means a release of any and all 

claims that the Debtor has or may have against Prasad Associates

and any current or former director, officer, agent, representative, 

attorney, accountant, financial advisor or other professional of 

Prasad Associates, but only in such party’s capacity as such.

1.63. Pre-Petition means any time before the Petition Date.

1.64. Pre-Petition Loan Documents means any and all documents 

signed by the Debtor in connection with the granting of a deed a 

trust on real property.

1.65. Professional means any professional employed in the 

Chapter 11 Case pursuant to §§ 327, 328, or 1103 of the 

Bankruptcy Code, and/or the SubChapter V Trustee.

1.66. Proof of Claim means any document filed pursuant to 

Bankruptcy Code § 501(a).

1.67. Prime Rate means the rate of interest published in the Wall 

Street Journal from time to time as its U.S. or United States prime 

or base rate.

1.68. Priority Tax Claims means a Claim that is entitled to priority 

under Bankruptcy Code § 507(a)(8).

1.69. Reagan Property means real property located at 1902 Reagan 

Road, Henrico, Virginia 23231.

1.70. Released Party means the Debtor and any current or former 

director, officer, agent, representative, attorney, accountant, 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 21 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

22

financial advisor or other professional of the Debtor, but only in 

such party’s capacity as such, and only if, in each case, such party 

served in such capacity on or after the Petition Date and the 

SubChapter V Trustee.

1.71. Reorganized Debtor means the Debtor after the Effective 

Date.

1.72. Schedules means the schedules of assets and liabilities, the 

list of Holders of Interests, and the statements of financial affairs 

filed by the Debtor pursuant to Bankruptcy Code § 521 and the 

Bankruptcy Rules, as such schedules have been or may be further 

modified, amended or supplemented in accordance with 

Bankruptcy Rule 1009 or orders of the Bankruptcy Court.

1.73. Secured Claim means a Claim that is secured by Collateral 

owned by the Debtor, subject to § 506(a) of the Bankruptcy Code.

1.74. Sherwin Property means the real property and improvements 

thereon located at 10613 Sherwin Place, Glen Allen, Virginia 

23059.

1.75. SubChapter V Trustee means the trustee appointed pursuant 

to § 1183, and in particular, Peter J. Barrett.

1.76. Tax Claim means all or that portion of a Claim held by a 

Governmental Unit for a tax assessed or assessable against the 

Debtor, including income and employment taxes and any related 

penalties or interest.

1.77. Taxes means any and all taxes, levies, imposts, assessments, 

or other charges of whatever nature imposed at any time by a 

Governmental Unit or by any political subdivision or taxing 

authority thereof or therein and all interest, penalties, or similar 

liabilities with respect thereto.

1.78. Tavenner & Beran means Tavenner & Beran, PLC, 

bankruptcy counsel to the Debtor.

1.79. Unclassified Claims means Fee Claims and Administrative 

Claims.

1.80. Unimpaired means, when used in reference to a Claim, 

Interest or Class, a Claim, Interest or Class that is not impaired 

within the meaning of Bankruptcy Code § 1124.

1.81. U.S. Trustee means the Office of the United States Trustee 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 22 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

23

for the Eastern District of Virginia.

1.82. Zuriel means Zuriel, LLC, an entity that owns and operates 

adult group homes, which entity is owned by the husband of Ms. 

Smith.

8.02 Effective Date

The Effective Date of this Plan is the first Business Day following 

the date that is 14 days after the entry of the Confirmation Order. If, 

however, a stay of the Confirmation Order is in effect on that date, 

the Effective Date will be the first Business Day after the date on 

which the stay expires or is otherwise terminated.

8.03 Severability

If any provision in this Plan is determined to be unenforceable, the 

determination will in no way limit or affect the enforceability and 

operative effect of any other provision of this Plan.

8.04 Binding Effect

The rights and obligations of any entity named or referred to in this 

Plan will be binding upon and will inure to the benefit of the 

successors or assigns of such entity.

8.05 Captions The headings contained in this Plan are for convenience of reference 

only and do not affect the meaning or interpretation of this Plan.

8.06 Controlling 

Effect

Unless a rule of law or procedure is supplied by federal law 

(including the Code or the Federal Rules of Bankruptcy Procedure), 

the laws of the Commonwealth of Virginia govern this Plan and any 

agreements, documents, and instruments executed in connection with 

this Plan, except as otherwise provided in this Plan.

8.07 Corporate 

Governance

The Reorganized Debtor will be managed by Ms. Smith.

Furthermore, there shall be a (a) prohibition of the issuance of 

nonvoting equity securities, and (b) a mechanism providing, as to the 

several classes of securities possessing voting power, an appropriate 

distribution of such power among such classes, including, in the case 

of any class of equity securities having a preference over another 

class of equity securities with respect to dividends, adequate 

provisions for the election of directors representing such preferred 

class in the event of default in the payment of such dividends.

8.08 Retention of 

Jurisdiction

Under Bankruptcy Code §§ 105(a) and 1142, and/or notwithstanding 

entry of the Confirmation Order, substantial consummation of this 

Plan and occurrence of the Effective Date, the Bankruptcy Court 

shall retain jurisdiction over all matters arising out of, and related to, 

the Chapter 11 Case and this Plan to the fullest extent permitted by 

law, including, among other things, jurisdiction to:

A. Allow, disallow, determine, liquidate, classify, 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 23 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

24

estimate or establish the priority or secured or unsecured status of 

any Claim or Interest, including the resolution of any request for 

payment of any Administrative Claim, the resolution of any 

objections to the allowance or priority of Claims or Interests and the 

determination of requests for the payment of claims entitled to 

priority under Bankruptcy Code § 507(a)(1), including compensation 

of any reimbursement of expenses of parties entitled thereto;

B. Hear and determine all applications for compensation 

and reimbursement of expenses of Professionals under this Plan or 

under Bankruptcy Code §§ 330, 331, 503(b), 1103, and 1129(a)(4); 

provided, however, that from and after the Effective Date, the 

payment of the fees and expenses of the retained Professionals of the 

Debtor shall be made in the ordinary course of business and shall not 

be subject to the approval of the Bankruptcy Court;

C. Hear and determine all matters with respect to the 

assumption or rejection of any executory contract or unexpired lease 

to which a Debtor is a party or with respect to which a Debtor may 

be liable, and to hear, determine and, if necessary, liquidate any 

Claims arising therefrom;

D. Effectuate performance of and payments under the 

provisions of this Plan;

E. Hear and determine any and all adversary 

proceedings, motions, applications, and contested or litigated matters 

arising out of, under or related to the Chapter 11 Case, this Plan, or 

any Plan Document; 

F. Enter such orders as may be necessary or appropriate 

to execute, implement, or consummate the provisions of this Plan and 

all contracts, instruments, releases, and other agreements or 

documents created in connection with this Plan or the Confirmation 

Order;

G. Hear and determine disputes arising in connection 

with the interpretation, implementation, consummation, or 

enforcement of this Plan, including disputes arising under 

agreements, documents or instruments executed in connection with 

this Plan;

H. Consider any modifications of this Plan, cure any 

defect or omission, or reconcile any inconsistency in any order of the 

Bankruptcy Court, including, without limitation, the Confirmation 

Order;

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 24 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

25

I. Issue injunctions, enter and implement other orders or 

take such other actions as may be necessary or appropriate to restrain 

interference by any Entity with implementation, consummation, or 

enforcement of this Plan or the Confirmation Order;

J. Enter and implement such orders as may be necessary 

or appropriate if the Confirmation Order is for any reason reversed, 

stayed, revoked, modified, or vacated;

K. Enforce all orders, judgments, injunctions, releases, 

exculpations, indemnifications, and rulings entered in connection 

with the Chapter 11 Case;

L. Except as otherwise limited herein, recover all Assets 

of the Debtor and property of the Estate, wherever located;

M. Hear and determine matters concerning state, local, 

and federal taxes in accordance with Bankruptcy Code §§ 346, 505,

and 1146;

N. Hear and determine all matters related to the property 

of the Estate from and after the Confirmation Date;

O. Hear and determine any Causes of Action;

P. Hear and determine all disputes involving the 

existence, nature, or scope of the injunctions, indemnification, 

exculpation, and releases granted pursuant to this Plan;

Q. Hear and determine all matters related to the property 

of the Estate from and after the Confirmation Date;

R. Hear and determine such other matters as may be 

provided in the Confirmation Order or as may be authorized under, 

or not inconsistent with, provisions of the Bankruptcy Code;

S. Enforce all orders previously entered by the 

Bankruptcy Court;

T. Dismiss the Chapter 11 Case; and

U. Enter a final decree closing the Chapter 11 Case.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 25 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

26

Article 9: Discharge

If the Debtor’s Plan is confirmed under § 1191(a), on the Effective Date of the Plan, the Debtor 

will be discharged from any debt that arose before confirmation of this Plan, to the extent specified 

in § 1141(d)(1)(A) of the Code, except that the Debtor will not be discharged of any debt:

(i) imposed by this Plan; or

(ii) to the extent provided in § 1141(d)(6).

If the Debtor’s Plan is confirmed under § 1191(b), confirmation of this Plan does not discharge 

any debt provided for in this Plan until the Court grants a discharge on completion of all payments 

due within the first 3 years of this Plan, or as otherwise provided in § 1192 of the Code. The Debtor 

will not be discharged from any debt:

(i) on which the last payment is due after the first 3 years of the plan, or as otherwise 

provided in § 1192;

or

(ii) excepted from discharge under § 523(a) of the Code, except as provided in Rule 4007(c) 

of the Federal Rules of Bankruptcy Procedure.

Article 10: Other Provisions

10.01 Injunction

EXCEPT AS OTHERWISE PROVIDED IN THIS PLAN, THE 

CONFIRMATION ORDER SHALL PROVIDE, AMONG 

OTHER THINGS, THAT FROM AND AFTER THE 

EFFECTIVE DATE ALL ENTITIES WHO HAVE HELD, 

HOLD, OR MAY HOLD AS OF THE EFFECTIVE DATE 

CLAIMS AGAINST OR INTERESTS IN THE DEBTOR ARE 

PERMANENTLY ENJOINED FROM TAKING ANY OF 

THE FOLLOWING ACTIONS AGAINST THE DEBTOR, 

ITS ESTATE, OR ANY OF THEIR PROPERTY ON 

ACCOUNT OF ANY SUCH CLAIMS OR INTERESTS: (A) 

COMMENCING OR CONTINUING, IN ANY MANNER OR 

IN ANY PLACE, ANY ACTION OR OTHER PROCEEDING; 

(B) ENFORCING, ATTACHING, COLLECTING, OR 

RECOVERING IN ANY MANNER ANY JUDGMENT, 

AWARD, DECREE, OR ORDER; (C) CREATING, 

PERFECTING, OR ENFORCING ANY LIEN OR 

ENCUMBRANCE; (D) ASSERTING A SETOFF, RIGHT OF 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 26 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

27

SUBROGATION, OR RECOUPMENT OF ANY KIND 

AGAINST ANY DEBT, LIABILITY, OR OBLIGATION DUE 

TO THE DEBTOR, AND (E) COMMENCING OR 

CONTINUING, IN ANY MANNER OR IN ANY PLACE, ANY 

ACTION THAT DOES NOT COMPLY WITH OR IS 

INCONSISTENT WITH THE PROVISIONS OF THIS PLAN; 

PROVIDED, HOWEVER, THAT NOTHING CONTAINED 

HEREIN SHALL PRECLUDE SUCH ENTITIES FROM 

EXERCISING THEIR RIGHTS PURSUANT TO AND 

CONSISTENT WITH THE TERMS OF THIS PLAN OR THE 

CONFIRMATION ORDER.

10.02

Indemnification

Obligation

Except as otherwise provided in this Plan or any contract, 

instrument, release, or other agreement or document entered into in 

connection with this Plan, any and all indemnification obligations 

that the Debtor has pursuant to a contract, instrument, agreement, 

certificate of incorporation, by-law, comparable organizational 

document or any other document, or applicable law, shall be 

rejected as of the Effective Date, to the extent executory. Nothing 

in this Plan shall be deemed to release the Debtor’s insurers from 

any claims that might be asserted by counterparties to contracts or 

agreements providing the indemnification by and of the Debtor, to 

the extent of available coverage.

10.03

Releases, 

Waivers, and 

Exculpation

Waiver of Claims and Interests. As of the Confirmation Date, but 

subject to the occurrence of the Effective Date, and except as 

otherwise expressly provided in the Confirmation Order or herein, 

all Persons who, directly or indirectly, have held, hold or may hold 

Claims against or Interests in the Debtor shall be deemed, by virtue 

of the Confirmation Order becoming a Final Order and receipt of 

distributions and/or other treatment contemplated under this Plan, 

to have forever covenanted with the Debtor and with each of the 

Released Parties to waive, release and not to sue, assert or otherwise 

seek any recovery from the Debtor or any Released Party (except 

for, in regard to the Released Parties, claims based upon actual 

fraud, willful misconduct, or gross negligence), any obligation, 

right, cause of action or liability, whether based in or upon tort, 

contract, violations of federal or state laws, or otherwise, whether 

known or unknown, foreseen or unforeseen, existing or hereafter 

arising, based in whole or in part upon any act or omission, 

transactions or occurrence taking place prior to the Effective Date 

that gives rise to the Claims or Interests or that relates in any way 

to the Debtor, the Case, or this Plan.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 27 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

28

10.03.a Debtor Releases

The Debtor hereby waives, releases and discharges all Released 

Parties from any Claim, except for Claims based upon actual fraud, 

willful misconduct, or gross negligence, arising from the Petition 

Date through the Effective Date related to such party’s acts or 

omissions to act (including, but not limited to, any claims arising 

out of any alleged fiduciary or other duty) as an officer, director, 

employee, agent, representative, attorney, accountant, financial

advisor or other professional of the Debtor, in that capacity. Any 

such release shall additionally act as an injunction against any 

claimant or equity interest holder of the Debtor commencing or 

continuing any action, employment of process or act to collect, 

offset or recover any claim that is so released.

10.03.b Exculpation

The Released Parties (collectively, the “Exculpated Parties”) shall 

not have or incur any liability to any Person for any act taken or 

omission in connection with, related to or arising out of the Case, 

including but not limited to (i) formulating, preparing, 

disseminating, implementing, confirming, consummating or 

administering this Plan (including soliciting acceptances or 

rejections thereof if necessary); (ii) any contract, instrument, release 

or other agreement or document entered into or any action taken or 

not taken in connection with this Plan; or (iii) any Distributions 

made pursuant to this Plan, except for acts constituting actual fraud, 

willful misconduct, or gross negligence, and in all respects such 

parties shall be entitled to rely upon the advice of counsel with 

respect to their duties and responsibilities under this Plan. The 

Exculpated Parties have, and upon closing of the Case or the 

Effective Date shall be deemed to have, participated in good faith 

with regard to their efforts in connection with the Plan and 

distributions made pursuant to the Plan.

10.04

Modifications 

and 

Amendments

The Debtor may alter, amend, or modify this Plan or any Exhibits 

thereto as provided under Bankruptcy Code § 1193.

10.05

Severability of 

Plan Provisions

If, prior to Confirmation, any term or provision of this Plan is held 

by the Bankruptcy Court to be invalid, void, or unenforceable, then 

the Bankruptcy Court, at the request of the Debtor shall have the 

power to alter and interpret such term or provision to make it valid 

or enforceable to the maximum extent practicable, consistent with 

the original purpose of the term or provision held to be invalid, void,

or unenforceable, and such term or provision shall then be 

applicable as altered or interpreted. Notwithstanding any such 

holding, alteration or interpretation, the remainder of the terms and 

provisions of this Plan shall remain in full force and effect and shall 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 28 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

29

in no way be affected, impaired, or invalidated by such holding, 

alteration, or interpretation. The Confirmation Order shall 

constitute a judicial determination and shall provide that each term 

and provision of this Plan, as it may have been altered or interpreted 

in accordance with the foregoing, is valid and enforceable pursuant 

to its terms.

10.06

Successors and 

Assigns

The rights, benefits and obligations of any Entity named or referred 

to in this Plan shall be binding on, and shall inure to the benefit of, 

any heir, executor, administrator, successor, or assign of that Entity.

10.07 [Reserved]

10.08

Service of 

Documents

Any notice, request, or demand required or permitted to be made or 

provided to or upon the Debtor and/or Reorganized Debtor under 

this Plan shall be (a) in writing, (b) served by (i) certified mail, 

return receipt requested, (ii) hand delivery, (iii) overnight delivery 

service, (iv) first class mail, or (v) email, (c) deemed to have been 

duly given or made when actually delivered or, in the case of notice 

by facsimile transmission, when received and telephonically 

confirmed, and (d) addressed as follows:

The Debtor and/or Reorganized Debtor:

c/o Jevette Smith

10613 Sherwin Place

Glen Allen, Virginia 23059

jevettesmith@gmail.com

With Copy to:

Paula S. Beran, Esq.

Tavenner & Beran, PLC

20 North Eighth Street, Second Floor

Richmond, VA 23219

Tel: 804-783-8300

Fax: 804-783-0178

pberan@tb-lawfirm.com

10.09

Plan 

Supplement(s)

Exhibits to this Plan not attached hereto shall be filed in one or more 

Plan Supplements. Any Plan Supplement (and amendments thereto) 

filed by the Debtor shall be deemed an integral part of this Plan and 

shall be incorporated by reference as if fully set forth herein. 

Substantially contemporaneously with their filing, the Plan 

Supplements may be viewed at the office of the clerk of the 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 29 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

30

Bankruptcy Court or its designee during normal business hours, by 

visiting the Bankruptcy Court’s website at www.vaeb.uscourts.gov 

(PACER account required). Holders of Claims and/or Interests may 

obtain a copy of any Plan Supplements upon reasonable written 

request to the Debtor.

10.10 Plan Exhibits

Any and all Plan Exhibits, or other lists or schedules not filed with 

this Plan shall be filed with the Clerk of the Bankruptcy Court. Upon 

such filing, such documents may be inspected in the office of the 

Clerk of the Bankruptcy Court during normal court hours. Holders 

of Claims or Interests may obtain a copy of any such document upon 

written request to the Debtor in accordance with Article 10.08 of 

this Plan.

10.11

Tax Reporting 

and Compliance

The Debtor is hereby authorized to request an expedited 

determination under Bankruptcy Code § 505(b) of the tax liability 

of the Debtor for all taxable periods ending after the Petition Date 

through and including the Effective Date.

10.12

Filing of 

Additional 

Documents

On or before substantial consummation of this Plan, the Debtor shall 

file such agreements and other documents as may be necessary or 

appropriate to effectuate and further evidence the terms and 

conditions of this Plan.

10.13 Notice of Default 

under the Plan

Unless otherwise agreed, no default shall be declared under the Plan 

unless any payment or performance due under the Plan (other than 

a payment required on the Effective Date) shall not have been made 

or deemed made fifteen (15) days after written notice of the default 

is received by the Debtor/Reorganized Debtor pursuant to Article 

10.8. Any notice of default shall (a) conspicuously state that it is a 

notice of default; (b) describe with particularity the nature of the 

default, including a reference to the specific provisions of the Plan 

as to which a default or defaults have allegedly occurred; and (c) 

describe any action required to cure the default, including the exact 

amount of any payment required to cure such default, if applicable.

10.14 Default under 

the Plan

If the Reorganized Debtor fails to (a) make the Prasad Associates 

Payment and (b) cure said default within fifteen (15) days of written 

notice, the Prasad Associates Pocket Deed may, at the option of 

Prasad Associates, and without further order from the Court, be 

recorded in the land records of Henrico County.

If the Debtor fails to (a) make any payment under this Plan other 

than the Prasad Associates Payment and (b) cure said default within 

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 30 of 35
Debtor Gemini Realty LLC Case number 20-31408

Name

31

fifteen (15) days of written notice, the Debtor shall immediately 

proceed to sell the Reagan Property by listing the Reagan Property 

for sale. Upon sale of the Reagan Property, and payment of all (y) 

Secured Claims including but not limited to Mr. Cooper and (z) 

related closing costs, any remaining proceeds shall be paid in pro 

rata amounts to the Classes herein according to the priorities of the 

Bankruptcy Code.

10.15

Termination of 

SubChapter V 

Trustee

If the Plan is confirmed under § 1191(a) of the Bankruptcy Code, 

the service of the SubChapter V Trustee in the Case shall terminate 

when the Plan has been substantially consummated, except that the 

United States Trustee may reappoint a subchapter V trustee as 

needed for performance of duties under subsection §§ 

1191(b)(3)(C) and 1185(a) of the Bankruptcy Code.

10.16

Service of Notice 

of Substantial 

Consummation

Not later than fourteen (14) days after the Plan is substantially 

consummated, the Debtor shall file with the Court and serve on the 

SubChapter V Trustee, the United States Trustee, and all parties in 

interest notice of such substantial consummation.

Respectfully submitted,

/s/ Jevette Marie Smith Jevette Marie Smith

Jevette Marie Smith

Sole Member of Gemini Realty 

LLC

/s/ Paula S. Beran Paula S. Beran

Lynn L. Tavenner, Esquire (Va. Bar No. 30083)

Paula S. Beran, Esquire (Va. Bar No. 34679)

David N. Tabakin, Esquire (Va. Bar No. 82709)

Tavenner & Beran, PLC 

20 North Eighth Street, Second Floor

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopy: (804) 783-0178

Counsel for the Debtor

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 31 of 35
EXHIBIT A

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 32 of 35
Asset

Value on 

Petition Date

Liquidation 

Value as of 

June 10, 20201

Potential 

Equity

Asserted

Secured

Claims2

Cash on Hand $ 200.00 $ - $ - $ -

Atlantic Union Bank Small Business Checking Account 

ending in 6546 $ 41.93 Closed $ - $ -

Security Deposit with Dominion Energy Virginia $ 400.00 $ 400.00 $ 200.00 $ -

Prepaid Henrico County Taxes $ 4,100.00 $ - $ - $ -

Prepaid Traveler’s Insurance $ 1,077.00 $ - $ - $ -

Accounts Receivable $ - $ - $ - $ -

10613 Sherwin Place, Glen Allen, Virginia 23059 $ 350,000.00 $ 270,000.00 $ - $ 297,956.12

1902 Reagan Road, Richmond, Virginia 23228 $ 275,000.00 $ 210,375.00 $ - $ 211,366.51

Potential Cause of Action Against Prasad Associates, Inc. 

and/or its agents (neither client nor bankruptcy counsel have 

analyzed the merit of said claims, and inclusion of said claims 

is for disclosure purposes only).3

Unknown $ - $ - $ -

Total $ 630,818.93 $ 480,775.00 $ 200.00 $ 509,322.63

2

 Claims known as of June 10, 2020.

3

 The Debtor believes it has a settlement in concept with Prasad Associates such that claims, if any, against Prasad Associates will be 

waived/released.

1

 The Liquidation Value is based on an estiamte of auction sale less 10 percent closing costs.

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 33 of 35
EXHIBIT B

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 34 of 35
Prepared By: Company Name:

Jevette Smith Gemini Realty LLC

Operating Expenses 

2020 Annualized 

Amount

2021 Annualized

Amount

2020 Annualized

Amount 

Insurance $1,680.00 $2,820.00 $2,820.00

Legal and Accounting $2,000.00 $2,000.00 $2,000.00

Licenses $240.00 $240.00 $240.00

Taxes $5,300.00 $5,565.00

Mortgages $48,000.00 $48,000.00 $48,000.00

Utility Deposits 200.00

TOTAL $51,920.00 $58,560.00 $58,625.00

ONE TIME EXPENSES

Gemini Realty will have expenses associated with the refinance of the Sherwin Property as well as certain 

payments under the Plan such as 2020 taxes, judgments, closing costs, and Fee Claims. To the extent income 

is not yet sufficient to cover identified expenses, the deficiency will be addressed through loans from Ms. 

Smith and/or Zuriel LLC.

PROJECTED INCOME

Gemini Realty will receive 50 percent of the proceeds from the locations of Reagan Property and Sherwin 

Property from Zuriel LLC - Adult Residential Group Homes for Adults with Intellectual/Developmental 

Disabilities.

2021-2022 Oct. Nov. Dec. Jan. Feb. Mar.

Yearly 

Totals

Year 2 16,000 17,000 18,000 19,000 20,000 20,000

Apr. May June July Aug. Sept.

20,000 20,000 20,000 20,000 20,000 20,000 $230,000

2020-2021 Oct. Nov. Dec. Jan. Feb. Mar.

Yearly 

Totals

Year 1 5,000 7,000 8,000 9,000 10,000 12,000

Apr. May June July Aug. Sept.

12,000 13,000 13,000 14,000 15,000 15,000 $133,000

2022-2023 Oct. Nov. Dec. Jan. Feb. Mar.

Yearly 

Totals

Year 3 20,000 20,000 20,000 20,000 20,000 20,000

Apr. May June July Aug. Sept.

20,000 20,000 20,000 20,000 20,000 20,000 $240,000

Case 20-31408-KLP Doc 31 Filed 06/10/20 Entered 06/10/20 18:58:11 Desc Main

Document Page 35 of 35