_________________________________________

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

DECLARATION OF JEVETTE SMITH IN 

SUPPORT OF CONFIRMATION OF THE PLAN

I, Jevette Smith, hereby declare as follows under penalty of perjury to the best of my 

knowledge, information, and belief as follows:

1. I serve as the designee for Gemini Realty, LLC (“Debtor”), the debtor and debtorin-possession in the above-captioned Case No. 20-31408 (KLP), as well as its managing member.

2. I submit this declaration in support of confirmation of the Debtor’s Plan (as 

hereafter defined).

3. The statements in this declaration are, except where specifically noted, based on 

my personal knowledge or opinion, on information that I have received in connection with my role 

as the Debtor’s designee. If I were called upon to testify, I could and would competently testify to 

the facts set forth herein on that basis. I am authorized to submit this declaration on behalf of the 

Debtor.

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

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4. On June 10, 2020, the Debtor filed the Plan of Reorganization for Gemini Realty, 

LLC (the “Plan”), ECF No. 31.

5. I signed under penalty of perjury the Plan, which contains certain of the necessary 

factual bases for confirmation and is part of the record. The Plan contains the information required 

under § 1190 (1) of the Bankruptcy Code and meets the requirements under § 1190(2) of the 

Bankruptcy Code.

6. On June 22, 2020, the Court entered its Order Fixing Hearing on Confirmation and 

Times for Filing Objections to Confirmation and Acceptances or Rejections of Plan (the “Order”), 

ECF No. 33.

7. On July 2, 2020, the Debtor caused to be filed the Notice of Hearing on (A) 

Confirmation of Plan of Reorganization and (B) Deadlines Associated with the Same, ECF No. 

36.

8. On June 25, 2020, pursuant to (a) the terms of the Order and (b) § 1125 of the 

Bankruptcy Code, the Debtor solicited acceptance of the Plan. Specifically, Ballots were 

transmitted to Holders of Claims in Classes eligible to vote in accordance with the Order.

9. On June 25, 2020, proper notice of the Confirmation Hearing, the Plan, the Order, 

and the payment provisions under the Plan were provided to all creditors and parties in interest as 

required by the Order.

10. On August 6, 2020, the Debtor caused to be filed the Summary of Ballots, ECF 

37.

11. As further provided herein, the Plan meets the requirement under §§ 1191 and 1129

of the Bankruptcy Code

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12. In addition to Administrative Claims, the Plan designates seven (7) additional 

Classes of Claims and Interests. The Claims and Interests placed in each Class are substantially 

similar to other Claims and Interests, as the case may be, in each such Class. Valid business, 

factual, and legal reasons exist for separately classifying the various Classes of Claims and 

Interests created under the Plan, and such Classes do not unfairly discriminate between holders of 

Claims and Interests. Administrative Claims will be paid on the Effective Date unless the Claimant 

agrees to a different treatment.

13. Classes are designated as either impaired or unimpaired Classes of Claims.

14. The Plan provides for the same treatment by the Debtor for each Claim or Interest 

in each respective Class unless the Holder of a particular Claim or Interest has agreed to a different 

treatment of such Claim or Interest.

15. The Debtor has sufficient means to pay all Administrative Expenses in full and 

Allowed Claims as provided under the Plan. Attached to the Plan was a chart compiled at my 

direction of all amounts necessary to pay Allowed Claims (the “Claims Analysis”). Additionally, 

attached to the Plan was a projection created by me of the Debtor’s financial performance (the 

“Financial Projection”). Pursuant to the Financial Projection, as well as the additional 

information provided herein, the Debtor should be able to satisfy all Allowed Claims and 

Administrative Expenses. The Plan provides for all of the projected disposable income of the 

Debtor to be received in the 3-year period, beginning of the date that the first payment is due under 

the Plan and will be used to make payments under the Plan and/or otherwise perform under the 

terms of the Plan. Additionally, the Plan provides for the sale of the Reagan Property in the event 

of a Default under the Plan on any Allowed Claim other than that of Prasad Associates.

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16. The Plan describes and designates the Reorganized Debtor as a limited liability 

company, not an individual, and describes me as the officer and director. The Plan provides that 

the Debtor will disclose all other officers, directors, and/or insiders at the Confirmation Hearing.

Upon implementation of the Plan, I will remain the only officer and director of the Reorganized 

Debtor.

17. The Debtor has complied with the applicable provisions of the Bankruptcy Code. 

Specifically, the Debtor is a proper debtor and is a proper plan proponent. Further, the Debtor has

satisfactorily complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy 

Rules, and the Order in transmitting the Plan, the Ballots, the notice of the Confirmation Hearing, 

and related documents and notices, and in soliciting and tabulating votes on the Plan.

18. The Plan was proposed in good faith and not by any means forbidden by law. The 

same is evident by the fact that it is a 100 percent plan and the support of confirmation of the Plan

by Prasad Associates.

19. Any payment made or to be made by the Debtor for services or for costs and 

expenses in or in connection with the Chapter 11 Case, or in connection with the Plan and incident 

to the Case, has been approved by, or is subject to the approval of, the Bankruptcy Court as 

reasonable.

20. As described, I will be the Manager of the Reorganized Debtor. No other parties 

are expected to have an officer position in or be able to act on behalf of the Reorganized Debtor 

upon implementation of the Plan.

21. No regulatory approval is necessary, and the Plan does not provide for the changes 

in any rates subject to regulatory approval.

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22. Holders of Claims in the impaired Classes have accepted the Plan or they will 

receive a value not less than they would if the Case were converted to case under Chapter 7 of the 

Bankruptcy Code as indicated on the Ballot Summary filed with this Court.

23. All classes of claims who voted did so in favor of the Plan. The Ballot Summary

demonstrates the same. In the event that the Court and/or an appellate court were to determine that 

the Plan was not accepted by all the Classes of creditors whose acceptance was necessary, the Plan

is nonetheless confirmable because the provisions of § 1191(b) of the Bankruptcy Code have been 

satisfied.

24. Administrative Claims and Priority Claims are treated appropriately pursuant to the 

Plan. Specifically, creditors holding Claims entitled to priority pursuant to § 507 of the Bankruptcy 

Code are being paid as required by law or have agreed to treatment otherwise. All said claims will 

be paid no later than August 2023, except to the degree creditors holding such Claims agreed to 

treatment otherwise.

25. An impaired class of claims under the Plan has accepted the Plan, the Ballot 

Summary demonstrates the same.

26. Confirmation of the Plan will not be followed by a liquidation. The financial 

projections demonstrate a sufficient cash flow to address all Allowed Claims. Furthermore, the 

Reorganized Debtor should be positioned financially to capitalize on its primary assets of Reagan 

and Sherwin Properties. 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 

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property mortgage programs, and as late as August 5, 2020, the website continued to indicate the 

same. Given this uncertainty, since the filing of the Plan, the Debtor has actively sought alternative 

financing. In connection with the same the Debtor received an economic disaster grant in the 

amount of $6,000. In addition, the Debtor received an economic disaster loan in the amount of 

$54,0000. A copy of the loan documents are attached as Exhibit A.

27. 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.

28. The Debtor does not maintain retiree benefits as contemplated by § 1114 of the 

Bankruptcy Code.

29. The Debtor is an entity and, as such, not required to pay any domestic support 

obligation.

30. Any transfer will be in accordance with applicable law.

31. If the Court determines that the Plan has not been accepted by all classes, the Plan

clearly does not discriminate unfairly and is fair and equitable with respect to any rejecting Classes.

Creditors holding Allowed Secured Claims will retain their appropriate liens; Priority Creditors 

are receiving the Allowed amounts of their Claims; and that General Unsecured Creditors will 

receive the full amount of their Allowed Claims.

32. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of 

the application of section 5 of the Securities Act of 1933, as amended.

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33. The Debtor is assuming all Executory Contracts and/or Unexpired Leases, unless 

otherwise specifically designated, as part of the Plan; and that the Plan provides the non-Debtor 

party to the contract or lease with the treatment provided for by § 365(b) of the Bankruptcy Code.

34. Based on the record before the Bankruptcy Court in this Chapter 11 Case, the 

Debtor, and its respective advisors, counsel, or other professionals have acted in “good faith” 

within the meaning of § 1125(e) of the Bankruptcy Code in compliance with the applicable 

provisions of the Bankruptcy Code and Bankruptcy Rules in connection with and related to the 

formulations, negotiation, solicitation, implementation, confirmation, and consummation of the 

Plan and their participation in the activities described in § 1125 of the Bankruptcy Code, and are 

entitled to the protections afforded by § 1125(e) of the Bankruptcy Code and the limitations of 

liability set forth in the Plan.

GEMINI REALTY, LLC

Dated: August 6, 2020

Henrico, Virginia

By: /s/ Jevette Smith

Jevette Smith

Its: Manager

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Respectfully submitted,

GEMINI REALTY, LLC

By: /s/ Paula S. Beran

Lynn L. Tavenner, Esquire (VSB No. 30083)

ltavenner@tb-lawfirm.com

Paula S. Beran, Esquire (VSB No. 34679)

pberan@tb-lawfirm.com

David N. Tabakin, Esquire (VSB No. 82709)

dtabakin@tb-lawfirm.com

Tavenner & Beran, PLC

20 North 8th Street

Richmond, Virginia 23219

Telephone: (804) 783-8300

Telecopier: (804) 783-0178

Counsel for the Debtor

CERTIFICATE OF SERVICE

I hereby certify that on the 6th day of August 2020, a true and correct copy of the forgoing 

Declaration was served via electronic to the Office of the United States Trustee, the Debtor’s 

known secured creditors, and any known legal counsel for the Debtor’s secured creditors.

/s/ Paula S. Beran

Counsel

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EXHIBIT A

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