UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: 

 Chapter 11 

IT’SUGAR FL I LLC, Case No. 20-20259-RAM 

IT’SUGAR LLC, Case No. 20-20261-RAM 

IT’SUGAR ATLANTIC CITY LLC, Case No. 20-20263-RAM 

IT’SUGAR FLGC LLC, Case No. 20-20264-RAM 

 (Joint Administration pending) 

Debtors. 

_______________________________/ 

AMENDED1 APPLICATION OF THE DEBTORS PURSUANT TO 11 U.S.C. §§ 105(a) 

AND 363(b) TO (I) RETAIN ALGON CAPITAL, LLC D/B/A ALGON 

GROUP TO PROVIDE THE DEBTORS A CHIEF RESTRUCTURING 

OFFICER AND CERTAIN ADDITIONAL PERSONNEL AND (II) 

DESIGNATE TROY TAYLOR AS CHIEF RESTRUCTURING OFFICER FOR THE 

DEBTORS, ON AN INTERIM BASIS, NUNC PRO TUNC TO SEPTEMBER 22, 2020 

(Emergency Hearing Requested) 

Basis for Requested Emergency Hearing 

The Debtors respectfully request that the Court conduct a hearing on this Motion 

consistent with Local Rule 9013-1(F). Delay in obtaining approval of the 

proposed chief restructuring officer’s (“CRO”) retention until a final hearing is 

scheduled will cause immediate and irreparable harm to the Debtors. Mr. Taylor 

and Algon performed prebankruptcy services for the Debtors and need to 

continue their work to realize the best result for creditors. If the Court does not 

authorize Mr. Taylor and Algon to act for the Debtors on an emergency basis, the 

Debtors will suffer irreparable harm as there will be no CRO available to prepare 

and sign schedules, negotiate with landlords and take other actions to preserve 

the estate. The Debtors respectfully request that the Court waive the provisions 

of Local Rule 9075-1 (B), which requires an affirmative statement that a bona 

fide effort was made in order to resolve the issues raised in this Motion, as the 

relief requested herein is urgent in nature and does not lend itself to advance 

resolution. 

1

 Amended to request emergency hearing. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 1 of 39
       

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It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC, and It’Sugar FLGC LLC, 

(collectively, “It’Sugar” or “Debtors”), by and through proposed undersigned counsel, pursuant 

to 11 U.S.C. 105(a) and 363(b), files this Application to (I) Retain Algon Capital LLC d/b/a Algon 

Group to Provide the Debtors a Chief Restructuring Officer and Certain Additional Personnel and 

(II) Designate Troy Taylor as Chief Restructuring Officer for the Debtors on an Interim Basis nunc 

pro tunc to September 22, 2020 (the “Application”). 

JURISDICTION

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. § 1334. This 

matter is a core proceeding pursuant to 28 U.S.C. § 157(b). 

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

3. The statutory predicates for the relief requested herein are sections 105(a) and 

363(b) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6003 of the Federal 

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 

BACKGROUND AND BUSINESS OPERATIONS 

4. On September 22, 2020 (the “Petition Date”), each of the Debtors commenced a 

voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are authorized to operate 

their business and manage their properties as debtors in possession pursuant to sections 1107(a) 

and 1108 of the Bankruptcy Code. 

5. The Debtors operate as a single business and are known throughout the industry as 

It'Sugar. It'Sugar is a specialty candy retailer whose products include bulk candy, candy in giant 

packaging, and licensed and novelty items. It'Sugar’s portfolio includes approximately 100 retail 

locations across 28 states. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 2 of 39
       

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RELIEF REQUESTED 

6. By this Application, pursuant to sections 105(a) and 363(b) of the Bankruptcy 

Code, the Debtors request entry of an order, substantially in the form attached hereto as “Exhibit 

C”, authorizing the Debtors to (I) retain Algon Capital, LLC d/b/a Algon Group (“Algon”) to 

provide the Debtors with a Chief Restructuring Officer (“CRO”) and certain Additional Personnel 

(as described below) and (II) designate Troy Taylor as the Debtors’ CRO nunc pro tunc to 

September 22, 2020. 

QUALIFICATIONS OF TROY TAYLOR AND ALGON 

7. The Debtors have determined that obtaining the ongoing services of a CRO will 

substantially enhance their ability to (a) operate and meet their administrative obligations in these 

cases and (b) preserve and maximize the value of their assets. As such, prepetition, the Debtors 

engaged the services of Troy Taylor (“Mr. Taylor”) of Algon to be their CRO as more fully set 

forth in the Engagement Letter (defined below), and also to utilize Algon personnel as appropriate 

to support the CRO and provide advisory services as needed, subject in all events to the Court 

granting this Application. 

8. Mr. Taylor and Algon have extensive experience in providing extensive experience 

in providing restructuring services in and out of chapter 11 proceedings and have an excellent 

reputation for the services they have rendered on behalf of debtors and creditors throughout the 

United States. 

9. Mr. Taylor is the Founder and President of Algon, and has over 30 years of 

experience that combines investment banking, restructuring (both in Chapter 11 and out-of-court), 

and senior management. Mr. Taylor has served as the Lead Financial Advisor, Chief Restructuring 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 3 of 39
       

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Officer or Chief Executive Officer in a broad range of industries including real estate/hospitality, 

energy, manufacturing, and distribution. He recently led the restructuring/recapitalization of 

Hyperion Bank as Vice Chairman and acted as the sole Independent Director of the Dress Barn, 

Inc. in connection with the wind down of approximately 650 retail locations around the country. 

Mr. Taylor is also a founding investor and the Chairman of the Audit Committee for Big Rock 

Partners Acquisition Corp., a publicly traded company. 

10. Mr. Taylor has completed various real estate restructurings/sales for high-profile 

clients including The Related Group, Four Season Peninsula Papagayo Resort, One Bal Harbour 

Resort, BlueGreen Vacation Corporation (“Bluegreen”), The Altman Companies, and Cabi 

Downtown LLC. 

11. Algon is a national, leading financial advisory firm. The following is a 

representative list of Algon’s advisory engagements: 

The Dress Barn, Inc.  Served as sole independent director in 

conjunction with wind-down of retail 

operations 

 Wind-down included 650 stores and 

related lease obligations 

Big Rock Partners, LLC  Financial/Restructuring Advisor in senior 

housing chapter 11 

 Advisor on $69 million acquisition of 500+ 

bed Tampa area CCRC 

Tradition/Port St. Lucie  Advised institutional lender on 8,200-acre 

master planned community 

 Conducted nationwide M&A process to 

maximize value 

 Sold 3,028 acres to Mattamy Homes; 

transferred 1,222 acres to the City

BrightSource Energy, Inc.  International solar thermal developer with 

invested capital in excess of $800 million

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 4 of 39
       

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 Appointed Vice Chairman and Board 

Member at the request of the senior lender 

 Debt restructuring/international M&A 

process

Peninsula Papagayo  Advised on a successful operational and 

debt restructuring 

 Increased equity value by approximately 

$100 million 

 Conducted worldwide M&A process 

resulting in the successful sale of the resort

The Related Group  $2+ billion restructuring of senior and 

mezzanine debt across 21 separate loans 

 Completed consensual restructuring with 

40+ domestic and foreign financial 

institutions 

 Restructured Company is once again a 

major successful real estate developer

Tradition/BFC Corp.  Diversified NYSE holding company 

(NYSE: BBX) 

 CRO for successful restructuring on over 

$370 million of subsidiary level debt

One Bal Harbour  CRO in confirmed Chapter 11 of 

condo/hotel project with $700+ million in 

assets 

 Managed sale process via section 363 sale

Hyperion Bank  As Vice Chairman, led a 

management/financial restructuring 

 Raised $18.3 million through Rights 

Offering and Common Stock Offering

Cabi Downtown, LLC  Financial advisor on $256 million Chapter 

11 Plan for major condominium project 

Altman Companies  Completed global restructuring for leading 

developer and operator of apartments with 

over $475 million of debt 

Agway Liquidating Trust  Advised $400 million trust on the 

disposition of 24 environmentally-tainted 

properties

Synovus Financial Corporation (NYSE: SNV)  Advised in divestiture of 28% equity 

ownership in Aerosonics Corporation 

(AMEX: AIM)

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BlueGreen Vacations Corporation (NYSE: 

BXG) 

 Review of strategic alternatives resulting in 

$29 million sale of Developer/Operator of 

timeshare resorts and residential parcels

Advanced Lighting Technologies, Inc. 

(Nasdaq: ADLT) 

 Advised the Official Equity Committee in 

obtaining substantial recovery in $175 

million Chapter 11

Speizman Industries, Inc. (SPZN.OB)  Advised the Special Committee to the 

Board of Directors in connection with a 

chapter 11 petition

Mego Financial (Nasdaq: MEGO)  Advisor to Chapter 11/7 trustee for $185 

million publicly-traded timeshare company 

 Developed strategy and negotiated 

substantial recovery for DIP lender

Village Homes  Restructured approximately $140 million 

of senior debt

Diversified Family Investment Vehicle  Advised on two CMBS debt restructurings 

of retail and office assets 

 Successfully negotiated agreements with 

CW Capital and C3

Investor group  Advised investor group in purchase of PCX 

Corp., a division of NYSE-listed 

Integrated Electrical Services, Inc.

Southeastern Retirement Associates, LLC  Advised an ad hoc committee of 

subordinated note holders in a $52.3 

million restructuring

NY-based hedge fund  Advised on valuation of $600 million of 

subordinated debt in a publicly-traded 

company

Arlington Ridge, LLC  Advisor to Debtor in Chapter 11 

proceedings Held CRO position 

PsychSolutions Inc.  Financial advisor in sale to Youth & 

Family Centered Services, Inc., a portfolio 

company of TA Associates 

Adama Holdings  Advised major hedge fund investors on 

$500 million eastern European distressed 

investment

SolarReserve, Inc.  Advising senior lender on maximizing 

recovery of $90 million loan 

 Overseeing liquidation of assets located in 

US, South Africa, Chile and Australia

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SELAF Waterfall Holding Company  Advised a $175 million private equity firm 

on strategic alternatives for portfolio 

investment

Harmony Information Systems, Inc.  Advised JMI Equity ($1.3+ billion) on the 

recapitalization of a portfolio company

12. Further, as a result of prepetition work performed on behalf of the Debtors, Mr. 

Taylor and Algon have acquired knowledge of the Debtors and their business and is familiar with 

the Debtors’ financial affairs, operations and related matters.

13. The Debtors believe that Taylor and Algon are well qualified and able to advise 

them in a cost-effective, efficient and timely manner. The Debtors have been advised by Taylor 

and Algon that they will endeavor to coordinate with the other professionals retained in these cases 

to eliminate unnecessary duplication of work. Therefore, the Debtors submit that the retention and 

employment of Taylor as its CRO, with the support of the professionals provided by Algon, is in 

the best interests of the estate. 

SERVICES TO BE PROVIDED 

14. Subject to approval of the Court, the Debtors propose to retain Algon to provide 

Mr. Taylor as CRO and to provide additional employees of it and its professional service provider 

affiliates (“Additional Personnel,” collectively with the CRO, the “Engagement Personnel”) on 

the terms and conditions set forth in the engagement letter, dated September 22, 2020, attached 

hereto as “Exhibit A.” (the “Engagement Letter”)2

, except as otherwise explicitly set forth herein 

2 The summaries of the Engagement Letter contained in this Application are provided for purposes 

of convenience only. In the event of any inconsistency between the summaries contained herein 

and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall 

control unless otherwise set forth herein. Capitalized terms used in such summaries but not 

otherwise defined herein shall have the meanings set forth in the Engagement Letter. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 7 of 39
       

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or in any order granting this Application. 

15. Among other things, the scope of services of the Engagement Personnel will 

include, but not be limited to, the following: 

Subject to Board of Managers oversight, the CRO shall: 

i. Perform a financial review of the Client, including but not limited to 

a review and assessment of financial information that has been, and 

that will be, provided by the Client to its creditors, including without 

limitation its short and long-term projected cash flows, and shall assist 

the Client in developing, refining and implementing its restructuring 

plans. 

ii. Negotiate with the Client’s senior lender and DIP lender as required. 

iii. Direct negotiations with landlords and other key constituents 

regarding a restructuring of the Client. 

iv. Lead negotiations with the Official Creditors Committee. 

v. Serve as the Client’s representative for all purposes in connection with 

any proceedings in the Bankruptcy Court. 

vi. Have the authority to manage and execute (i) leases, contracts,

settlements, third-party professionals, sale of the Asset, purchase of 

property or financing/re-financing of debt, and (ii) negotiate with 

Parties in Interest, other constituents and interested parties to develop 

and effectuate the Approved Plan(s), and in executing such Approved 

Plan(s). 

vii. Engage attorneys, accountants, appraisers and other consultants and 

third-party professionals, at Client’s expense to maximize value of the 

estate. Algon acknowledges that all such engagements are subject to 

approval of the Bankruptcy Court. 

viii. Assist in the preparation of the monthly operating reports required by 

the Bankruptcy Court and in otherwise complying with the reporting 

and information requirements imposed by the Office of the United 

States Trustee. 

ix. Cause the Client to take any other action which the CRO, in good 

faith, determines to be necessary, prudent, or appropriate under the 

circumstances. 

x. Assist the Client in developing various strategic alternatives, and in 

conjunction with legal counsel, a plan of reorganization (the “Plan”). 

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xi. Lead in the execution of the Plan. 

16. These services are necessary to enable the Debtors to maximize the value of their 

estates and successfully complete their restructuring. 

ALGON’S DISINTERESTEDNESS 

17. To the best of the Debtors’ knowledge, information and belief, other than as set 

forth in the Declaration of Troy Taylor (the “Taylor Declaration”), attached hereto as “Exhibit B”, 

Algon: (i) has no connection with the Debtors, their principals, their creditors, other parties in 

interest, or the attorneys or other professionals of any of the foregoing, or the United States Trustee 

or any person employed in the Office of the United States Trustee; and (ii) does not hold any interest 

adverse to the Debtors’ estates. 

18. As disclosed in the Taylor Declaration: 

a. Mr. Taylor served as CRO for Core Communities Inc. with respect to an 

out-of-court debt restructuring. Core Communities was a subsidiary of Woodbridge 

Holdings Corporation, an affiliate of BBX Capital Corp., which in turn is an affiliate of 

the Debtors. The representation ceased in 2014. The Debtors do not believe that this 

relationship affects Mr. Taylor’s or Algon’s disinterestedness in these cases. 

b. Algon served as financial advisor to Bluegreen Vacation Corporation 

(“Bluegreen”) with respect to the sale of a division of Bluegreen. The representation 

ceased in 2014. Bluegreen is a public company traded on the New York Stock Exchange. 

BBX is majority shareholder of Bluegreen. The Debtors refer to the Form 10-Q filed by 

BBX for the quarter ending June 30, 2020 for the details of a proposed spinoff transaction, 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 9 of 39
       

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previously announced in June 2020 related by BBX and Bluegreen. The Debtors do not 

believe that this relationship affects Algon’s disinterestedness in these cases. 

c. Algon served as financial advisor to the Altman Companies, an 

independently owned apartment developer for debt restructuring. The Altman Companies 

are currently 50% owned by BBX Capital Real Estate, an affiliate of the Debtors. The 

representation ceased more than 5 years prior to the Petition Date. The Debtors do not 

believe that this relationship affects Algon’s disinterestedness in these cases. 

d. Mr. Taylor is currently a passive investor, and has been a passive investor 

in numerous partnerships sponsored by Label & Co., a niche real estate developer/home 

builder. An affiliate of the Debtors, BBX Sky Cove LLC, a wholly owned subsidiary of 

BBX Capital Real Estate, is likewise a passive investor in many of the same projects. The 

Debtors do not believe that this relationship affects Algon’s disinterestedness in these 

cases. 

19. In 2014, Mark Meland, Esq. and Meland Budwick, P.A. represented Mr. Taylor in 

connection with an acquisition of a condominium unit in Miami Beach, Florida and ancillary real 

estate related services. That representation has concluded and that matter was unrelated to the 

Debtors. 

20. In the past Meland Budwick, P.A. has represented parties in interest in matters in 

which Algon Capital LLC and/or Troy Taylor have served as a financial advisor and/or chief 

restructuring officer. None of those matters were related to the Debtors. 

21. Over the last 10 years Mr. Taylor has discussed various business issues regarding 

real estate with senior BBX executives. These discussions included investment opportunities, 

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restructuring of debt and/or leases and general real estate market conditions. These were all 

informal conversations and Mr. Taylor was not compensated. 

22. Although the Debtors submit that the retention of Algon is not governed by section 

327 of the Bankruptcy Code, the Debtors attach the Taylor Declaration, which discloses, among 

other things, any relationship that Algon, Taylor or any individual member of the Additional 

Personnel has with the Debtors, their significant creditors, or other significant parties in interest 

known to Algon. Based upon the Taylor Declaration, the Debtors submit that Algon is a 

“disinterested person” as that term is defined by section 101(14) of the Bankruptcy Code. 

23. In addition, as set forth in the Taylor Declaration, if any new material facts or 

relationships are discovered or arise, Algon will provide the Court with a supplemental declaration. 

TERMS OF RETENTION 

A. Compensation 

24. In accordance with the terms of the Engagement Letter, Algon will be compensated 

in pertinent part as follows: 

A) Expense Reimbursement. On a monthly basis Algon will submit 

invoices for all reasonable out of pocket expenses incurred in connection 

with this engagement. Such expenses will consist primarily of, but are 

not limited to lodging, travel (coach class), delivery and data services as 

well as communications expenses. 

B) CRO FEE. The Client shall pay Algon a fixed fee of $90,000 per month 

(prorated for partial months) for Troy Taylor’s services as CRO through 

December 2020 and $60,000 per month thereafter. 

C) Additional Personnel Fee. The client shall pay Algon a fee for providing 

Additional Personnel based on the following hourly rates: 

 Paul Rubin – Managing Director $625 per hour 

 Other professionals Standard Rates 

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D) Algon Fee Cap. Algon’s total monthly fees shall not exceed $150,000 

per month through December 2020. Subsequent months shall not exceed 

$100,000 per month. 

E) Retainer. Client shall pay Algon an initial retainer of $125,000. 

F) Time Records. The CRO and the Additional Personnel shall keep 

contemporaneous time records of their respective time and expenses. 

Time records shall contain descriptive narratives of the tasks performed. 

To the extent that the Additional Personnel are providing services at an 

hourly rate, the time entries shall identify the time spent completing each 

task in 1/10 hour increments and the corresponding charge (time

multiplied and hourly rate) per such task. To the extent that the CRO 

and any Additional Personnel are providing services at a “flat” rate, the 

time entries shall be kept in hourly increments. The CRO will prepare 

reports of compensation earned and expenses incurred on a monthly 

basis and such monthly reports will be provided to the Client. 

G) The compensation to be paid hereunder shall not include health 

insurance, unemployment compensation or federal tax withholding

employer contributions, or other common “benefits”. 

H) It is acknowledged that the Client’s payment obligations hereunder shall 

be subject to the approval of Algon’s retention by the Bankruptcy Court. 

The Client agrees to use reasonable efforts to obtain approval of the 

Bankruptcy Court for this engagement and compensation and 

reimbursement of expenses as described herein in accordance with 

Section 363 of the United States Bankruptcy Code. 

I) Other than the amounts due by the Client to Algon under the terms of 

this Agreement, Algon will collect no commissions, brokerage fees, 

consulting fees or other payments related to the Asset from any party. 

B. Indemnification 

25. As a material part of the consideration for which the Engagement Personnel have 

agreed to provide the services described herein, pursuant to the Engagement Letter (including the 

section titled “Indemnification,” the “Indemnification Provision”), the Debtors have agreed to 

indemnify Algon and the Additional Employees to the same extent as the most favorable 

indemnification it extends to its officers or directors, whether under the Client’s bylaws, its 

certificate of incorporation, or otherwise, and no reduction or termination in any of the benefits 

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provided under any such indemnities shall affect the benefits provided to Algon and the Additional 

Employees. The CRO shall be covered as an officer under the Client’s existing director and officer 

liability insurance policies. The Client shall also maintain any such insurance coverage for the 

CRO for a period of not less than two years following the date of the termination of such officer’s 

services hereunder.3 The rights to indemnification shall survive the termination of these chapter 

11 cases or any cases into which they may be converted. 

26. The Debtors believe the Indemnity Provision is a reasonable term and condition of 

Algon’s engagement and were, along with all terms of the Engagement Letter, negotiated by the 

Debtors (and other interested parties) and Algon at arm’s-length and in good faith. Algon and the 

Debtors believe that the indemnity provisions are comparable to those indemnification provisions 

generally obtained by crisis management firms of similar stature to Algon and for comparable 

engagements, both in and out of court. The Debtors respectfully submit that the indemnification 

provisions contained in the Indemnification Agreement, viewed in conjunction with the other 

terms of Algon’s proposed retention, are reasonable and in the best interests of the Debtors, their 

estates, and creditors in light of the fact that the Debtors’ require Algon’s services to successfully 

reorganize. 

FEES AND REPORTING 

27. If the Court approves the relief requested herein, Algon will be retained to provide 

the Debtors with the Engagement Personnel and Taylor will be designated as the Debtors’ Chief 

3

 In no event shall Algon and the Additional Employees be indemnified or receive contribution or 

other payment under the Indemnification Provision if the Debtors, their estates, or any statutory 

committee of unsecured creditors or other party, if any, assert a claim, to the extent that the Court 

determines by final order that such claim arose out of fraud, willful misconduct, gross negligence, 

bad faith, self-dealing or breach of fiduciary duty on the part of that or any other Indemnified 

Parties. 

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Restructuring Officer pursuant to section 363 of the Bankruptcy Code. Because Algon is not being 

employed as a professional under section 327 of the Code, Algon will not be required to submit 

fee applications pursuant to sections 330 and 331 of the Bankruptcy Code. However, the fees paid 

to Algon shall be subject to a final review and approval of the Court at the conclusion of these 

Chapter 11 Cases. 

28. Given the numerous issues which the Engagement Personnel may be required to 

address in the performance of their services, Algon’s commitment to the variable level of time 

and effort necessary to address all such issues as they arise, and the market prices for such services 

for engagements of this nature in an out-of-court context, as well as in chapter 11, the Debtors 

submit that the fee arrangements set forth in the Engagement Letter are reasonable. 

DISPUTE RESOLUTION PROCEDURES 

29. The Debtors and Algon have agreed, subject to the Court’s approval of this 

Application, that notwithstanding the Engagement Letter the parties submit to the jurisdiction of 

this Court for any and all actions and disputes arising under the Engagement Letter or any action 

to enforce the terms thereof. 

APPLICABLE AUTHORITY 

30. The Debtors seek approval of the employment of Algon pursuant to section 363 of 

the Bankruptcy Code, nunc pro tunc to the Petition Date. Section 363(b)(1) of the Bankruptcy Code

provides in relevant part that “[t]he trustee, after notice and a hearing, may use, sell, or lease, other 

than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Further, 

pursuant to section 105(a) of the Bankruptcy Code, the “court may issue any order, process, or 

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judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 

105(a). 

31. Under applicable case law, in this and other circuits, if a debtor’s proposed use of 

its assets pursuant to section 363(b) of the Bankruptcy Code represents a reasonable business 

judgment on the part of the debtor, such use should be approved. See, e.g., In re Gulf States, Steel, 

Inc., 285 B.R. 497, 514 (Bankr. N.D. Ala. 2002); Stephens Indus., Inc. v. McClung, 789 F.2d 386, 

390 (6th Cir. 1986); Myers v. Martin (In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citing Fulton 

State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1983); Comm. of Equity Sec. 

Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983) (“The rule we 

adopt requires that a judge determining a § 363(b) application expressly find from the evidence 

presented before him at the hearing a good business reason to grant such an application.”); In re 

Delaware & Hudson R.R. Co., 124 B.R. 169, 176 (D. Del. 1991) (courts have applied the “sound 

business purpose” test to evaluate motions brought pursuant to section 363(b)); Comm. of 

Asbestos-Related Litigants v. Johns-Mansville Corp. (In re Johns-Mansville Corp.), 60 B.R. 612, 

616 (Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a reasonable basis for its business 

decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not 

entertain objections to the debtor’s conduct”). 

32. The retention of Algon and its professionals is a sound exercise of the Debtors’ 

business judgment. Troy Taylor has extensive experience as a senior officer and as an advisor for 

many troubled companies. The Debtors believe that the Engagement Personnel will provide 

services that benefit the Debtors’ estates and creditors. In light of the foregoing, the Debtors 

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believe that the retention of Algon is appropriate and in the best interests of the Debtors and their 

estates and creditors. 

33. The retention, including both pre- and post-petition, of interim corporate officers 

and other temporary employees, therefore, is proper under section 363 of the Bankruptcy Code. 

See, e.g., In re Adinath Corp, et al., Case No. 15-16885- BKC-LMI (Bankr. S.D. Fla. May 8, 2015) 

(Isicoff, J.); In re SMF Energy Corporation, et al., Case No. 12-19084-BKC-RBR (Bankr. S.D. 

Fla. May 21, 2012)(Ray, J.); In re Ruden McClosky PA. , Case No. 1 1-40603-BKC-RBR (Bankr. 

S.D. Fla. December 5, 2011) (Ray, J.); In re Medical Staffing Network Holdings, Inc., et al., Case 

No. 10-291 01-BKC-EPK (Bankr. S.D. Fla. July 22, 2010) (Kimball, J.); In re Zeiger Crane 

Rental, Inc., Case No. 11-14183 (Bankr. S.D. Fla. May 24, 2011) (Kimball, J.); In re BankUnited 

Fin. Corp., Case No. 09-19940 (Bankr. S.D. Fla. June 30, 2009) (Isicoff, J.); In re Pharmed Group 

Holdings, Inc., Case No. 07-19187 (Bankr. S.D. Fla. Nov. 20, 2007) (Mark, J.); In re Puig, Inc., 

Case No. 07-14026 (Bankr. S.D. Fla. July 20, 2007) (Mark, J.); In re Piccadilly Cafeterias, Case 

No. 03-27976 (Bankr. S.D. Fla. Oct. 31, 2003) (Ray, J.); In re AT&T Latin America Corp., Case 

No. 03-13538 (Bankr. S.D. Fla. June 11, 2003) (Mark, J.); In re Lighthouse Imports, LLC, Case 

No. 6:12-bk-14459 (Bankr. M.D. Fla. Dec. 14, 2012); In re Lehman Bros. Holdings, Inc., Ch. 11 

Case No. 08-13555 (Bankr. S.D.N.Y. Dec. 17, 2008) [ECF. No. 2278]; In re PRC, LLC, Ch. 11 

Case No. 08-10238 (Bankr. S.D.N.Y. Feb. 27, 2008) [ECF. No. 182]; In re Bally Total Fitness of 

Greater N.Y., Inc., Ch. 11 Case No. 07- 12395 (Bankr. S.D.N.Y. Aug. 21, 2007) [ECF. No. 283]; 

In re Dana Corp., Ch. 11 Case No. 06-10354 (Bankr. S.D.N.Y. Mar. 29, 2006) [ECF. No. 740]; 

In re Penn Traffic Co., Ch. 11 Case No. 03-22945 (Bankr. S.D.N.Y. Aug. 1, 2003) [ECF. No. 

260]; In re Acterna Corp., Case No. 03-12837 (Bankr. S.D.N.Y. July 2, 2003); In re Exide 

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Technologies, Inc., Case No. 02-11125 (Bankr. D. Del. May 10, 2002); In re Kmart Corp., Case 

No. 02-B02474 (Bankr. N.D. Ill. E.D. May 22, 2002); and In re WorldCom Group, Case No. 02-

13533 (Bankr. S.D.N.Y. Sept. 17, 2002). 

34. Based upon the foregoing, the Debtors submit that the retention of Algon, and the 

designation of Troy Taylor as Chief Restructuring Officer on terms set forth herein and in the 

Engagement Letter, is essential, appropriate, and in the best interest of the Debtors’ estates, 

creditors, and other parties in interest and should be granted in these Chapter 11 Cases. 

NUNC PRO TUNC RELIEF IS APPROPRIATE 

35. Pursuant to the Debtors’ request, Mr. Taylor has agreed to continue to serve as CRO 

on and after the Petition Date with assurances that the Debtors would seek approval of its 

employment and retention nunc pro tunc to the Petition Date so that Algon may be compensated 

for its pre-Application services. The Debtors believe that no party in interest will be prejudiced by 

the granting of the nunc pro tunc employment, as provided in this Application, because Mr. Taylor 

and Algon have provided, and continue to provide, valuable services to the Debtors’ estates in the 

interim period. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 17 of 39
       

18

 WHEREFORE, the Debtor respectfully requests entry of an order in the form attached 

hereto as Exhibit C (i) approving this Application; (ii) authorizing the Debtors to employ Troy 

Taylor and the advisory firm of Algon Group on an interim basis nunc pro tunc to September 22, 

2020; and (iii) granting such other and further relief as the Court deems just and proper. 

Dated: September 23, 2020 

Miami, Florida 

s/ Michael S. Budwick 

Michael S. Budwick, Esquire 

Florida Bar No. 938777 

mbudwick@melandbudwick.com

Joshua W. Dobin, Esquire 

Florida Bar No. 93696 

jdobin@melandbudwick.com 

James C. Moon, Esquire 

Florida Bar No. 938211 

jmoon@melandbudwick.com

MELAND BUDWICK, P.A. 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telecopy: (305) 358-1221 

Proposed Attorneys for 

Debtors in Possession

 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 18 of 39
AAGONGROUP

Financial Advisors for Complex Situations

September 21, 2020

Board of Managers

IT'SUGAR, LLC

4960 CONFERENCE WAY NORTH, SUITE 100

BOCA RATON, FL 33431

Gentlemen:

This letter confirms our understanding and agreement ("Agreement") of the basis upon

which Algon Capital, LLC d/b/a Algon Group ("Algon") is being engaged by IT'SUGAR

LLC; IT'SUGAR ATLANTIC CITY LLC; IT'SUGAR FLGC LLC; and IT'SUGAR FL I LLC

(collectively, the "Company" or the "Client"), in their capacities as debtors and debtorsin-possession in their (to be filed) Chapter 11 cases, (collectively, the "Bankruptcy

Cases"), in the United States Bankruptcy Court for the Southern District of Florida (the

"Bankruptcy Court"), including the description of services to be performed and the

basis of compensation for those services.

I. Description of Services

a. Officers. In connection with this engagement, Algon shall make available to

the Client:

i. Troy T. Taylor, president of Algon, to serve as Chief Restructuring

Officer (the "CRO").

ii. Mr. Taylor will report to the Client's Board of Managers.

b. Additional Personnel.

i. Upon mutual agreement, Algon may provide additional

professionals who may be employees, regular associates, or

independent contractors/strategic partners of Algon, as required

("Additional Personnel", and together with the CRO, collectively,

the "Engagement Personnel") to assist the CRO in the execution

of the specific duties set forth below. The Client and Algon hereby

agree that Paul F. Rubin shall be part of the Additional Personnel.

c. Algon acknowledges that the day-to-day operation of the Client is currently

performed by the Client's Senior Management. As such, the duties of the

CRO and any Additional Personnel will not include or duplicate the day-to

day management of the Client.

Algon is a results oriented financial advisory and investment Banking firm

2457 Collins Avenue- PH2 www.algongroup.com

EXHIBIT A

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 19 of 39
Board of Managers

IT'SUGAR, LLC

September 21, 2020

Page 2

d. Duties. Subject to Board of Managers oversight, the CRO shall:

i. Perform a financial review of the Client, including but not limited to a

review and assessment of financial information that has been, and

that will be, provided by the Client to its creditors, including without

limitation its short and long-term projected cash flows, and shall

assist the Client in developing, refining and implementing its

restructuring plans.

ii. Negotiate with the Client's senior lender and DIP lender as required.

iii. Direct negotiations with landlords and other key constituents

regarding a restructuring of the Client.

iv. Lead negotiations with the Official Creditors Committee.

v. Serve as the Client's representative for all purposes in connection

with any proceedings in the Bankruptcy Court.

vi. Have the authority to manage and execute (i) leases, contracts,

settlements, third-party professionals, sale of the Asset, purchase of

property or financing/re-financing of debt, and (ii) negotiate with

Parties in Interest, other constituents and interested parties to

develop and effectuate the Approved Plan(s), and in executing such

Approved Plan(s).

vii. Engage attorneys, accountants, appraisers and other consultants

and third-party professionals, at Client's expense to maximize value

of the estate. Algon acknowledges that all such engagements are

subject to approval of the Bankruptcy Court.

viii. Assist in the preparation of the monthly operating reports required

by the Bankruptcy Court and in otherwise complying with the

reporting and information requirements imposed by the Office of the

United States Trustee.

ix. Cause the Client to take any other action which the CRO, in good

faith, determines to be necessary, prudent, or appropriate under the

circumstances.

x. Assist the Client in developing various strategic alternatives, and in

conjunction with legal counsel, a plan of reorganization (the "Plan").

xi. Lead in the execution of the Plan.

It is understood that the CRO will rely solely upon information supplied by the

Client without assuming any responsibility for independent verification. The

Client represents and warrants that any financial projections provided to the

CRO have been, or will be, prepared on bases reflecting the best currently

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 20 of 39
Board of Managers

IT'SUGAR, LLC

September 21, 2020

Page 3

available information and reasonable judgments of the future cash flows of the

Client,

Projections; Reliance; Limitation of Duties. The Client understands that the

services to be rendered by the CRO and Additional Personnel may include the

preparation of projections and other forward-looking statements, and that

numerous factors can affect the actual results of the Client's operations, which

may materially and adversely differ from those projections and other forwardlooking statements. In addition, the CRO will be relying on information

provided by other members of the Client's management in the preparation of

those projections and other forward-looking statements. Neither the CRO nor

Algon makes any representation or guarantee that a restructuring plan can be

formulated for the Client, that any proposal or plan selected by Algon and the

CRO will be more successful than all other possible plans or strategic

alternatives or, if formulated, that any proposed plan or strategic alternative will

be accepted by any of the Client's creditors and other constituents.

The CRO and Mr. Rubin will continue to be a member of Algon and while

rendering services to the Client continue to work at Algon in connection with

other unrelated matters, which will not unduly interfere with services pursuant

to this Agreement.

II. Compensation for Services

In consideration of services performed, during the term of this Agreement, the

Client agrees to compensate Algon as set forth below;

A) Expense Reimbursement. On a monthly basis Algon will submit

invoices for all reasonable out of pocket expenses incurred in

connection with this engagement. Such expenses will consist

primarily of, but are not limited to lodging, travel (coach class),

delivery and data services as well as communications expenses.

B) CRO FEE. The Client shall pay Algon a fixed fee of $90,000 per

month (prorated for partial months) for Troy Taylor's services as CRO

through December 2020 and $60,000 per month thereafter.

C) Additional Personnel Fee. The client shall pay Algon a fee for

providing Additional Personnel based on the following hourly rates:

$625 per hour

Standard

• Paul Rubin ~ Managing Director

• Other professionals

Rates

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 21 of 39
Board of Managers

IT'SUGAR, LLC

September 21, 2020

Page 4

D) Algon Fee Cap. Algon's total monthly fees shall not exceed $150,000

per month through December 2020. Subsequent months shall not

exceed $100,000 per month.

E) Retainer. Client shall pay Algon an initial retainer of $125,000.

F) Wire Instructions.

Wells Fargo Bank

420 Montgomery Street San Francisco, CA 94104

ABA# 121000248

Beneficiary: Algon Group A/C # 2000050530421

G) Time Records. The CRO and the Additional Personnel shall keep

contemporaneous time records of their respective time and expenses.

Time records shall contain descriptive narratives of the tasks

performed. To the extent that the Additional Personnel are providing

services at an hourly rate, the time entries shall identify the time spent

completing each task in 1/10 hour increments and the corresponding

charge (time multiplied and hourly rate) per such task. To the extent

that the CRO and any Additional Personnel are providing services at a

"flat" rate, the time entries shall be kept in hourly increments. The

CRO will prepare reports of compensation earned and expenses

incurred on a monthly basis and such monthly reports will be provided

to the Client.

H) The compensation to be paid hereunder shall not include health

insurance, unemployment compensation or federal tax withholding

employer contributions, or other common "benefits".

I) It is acknowledged that the Client's payment obligations hereunder

shall be subject to the approval of Algon's retention by the Bankruptcy

Court. The Client agrees to use reasonable efforts to obtain approval

of the Bankruptcy Court for this engagement and compensation and

reimbursement of expenses as described herein in accordance with

Section 363 of the United States Bankruptcy Code.

J) Other than the amounts due by the Client to Algon under the terms of

this Agreement, Algon will collect no commissions, brokerage fees,

consulting fees or other payments related to the Asset from any party.

IV. Indemnification

The Client shall indemnify Algon and the Additional Employees to the

same extent as the most favorable indemnification it extends to its officers or

directors, whether under the Client's bylaws, its certificate of incorporation, or

otherwise, and no reduction or termination in any of the benefits provided under

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 22 of 39
Board of Managers

IT"SUGAR, LLC

September 21, 2020

Page 5

any such indemnities shall affect the benefits provided to Algon and the

Additional Employees. The CRO shall be covered as an officer under the

Client's existing director and officer liability insurance policies. The Client shall

also maintain any such insurance coverage for the CRO for a period of not less

than two years following the date of the termination of such officer's services

hereunder. The attached indemnity provisions are incorporated herein and the

termination of this agreement or the engagement shall not affect those

provisions, which shall survive termination. The provisions of this section are in

the nature of contractual obligations and no change in applicable law or the

Client's charter, bylaws, or other organizational documents or policies shall

affect the CRO's or Algon's rights hereunder.

V. Term

a. Term/Termination Provisions: This Agreement will be effective, subject to

approval by the Bankruptcy Court, upon execution of this letter, and may

be terminated with immediate effect by either party by written notice to the

other party; provided, however that, notwithstanding the foregoing, (i)

either party must provide at least ten days prior written notice of its

intention to terminate this Agreement (the "Termination Notice Period")

to the Client, CRO, Bankruptcy Court, and all other interested parties in

the Bankruptcy Cases, (ii) Algon shall continue to provide the services

hereunder during the Termination Notice Period, and (iii) the Client, CRO,

or other interested party in the Bankruptcy Cases, as the case may be,

may seek relief on an expedited basis during or after the Notice Period

(together, the procedures and terms contained in this entire sub

paragraph "V.a." are, collectively, the "Termination Provisions").

b. On termination of this Agreement, any fees and expenses due Algon shall

be remitted promptly, including those fee and expenses earned or

accrued before termination and invoiced after termination. Algon

acknowledges and agrees that Algon will have no lien rights against the

Asset.

c. The provisions of this Agreement that give the parties rights or obligations

beyond its termination shall survive and continue to bind the parties.

VI. Entire Agreement, Governing Law and Other Provisions

This Agreement sets forth the entire understanding of the parties relating to the

subject matter hereof and supersedes and cancels any prior communications,

understandings and agreements. This Agreement cannot be modified or changed, nor

can any of its provisions be waived, except by written agreement executed by both

parties hereto, subject to the approval of the parties to the Stipulation, the US Trustee

and the Bankruptcy Court.

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 23 of 39
Board of Managers

IT'SUGAR, LLC

September 21, 2020

Page 6

If any term, agreement, covenant or restriction contained in this Agreement is

held by the Bankruptcy Court to be invalid, void, unenforceable or against its regulatory

policy, the remainder of the terms, agreements, covenants and restrictions contained in

this Agreement shall remain in full force and effect and shall in no way be affected,

impaired, or invalidated.

The laws of the State of Florida shall govern this Agreement. The parties hereto

submit to the jurisdiction of the United States Bankruptcy Court, Southern District of

Florida, for any and all actions and disputes arising under this Agreement or any action

to enforce the terms hereof.

Subject to the reporting requirements contained in the Stipulation, Algon agrees

to treat all information provided by the Client or the Client's representatives as

confidential and to use such information only in connection with its services as outlined

in the Agreement, and Algon agrees that it will not use such information for any other

purpose.

Algon does not warrant or predict results in this matter and its fees are not

contingent upon any outcome arising out of the provision of the related services. The

Engagement Personnel shall rely, without further independent verification, on the

accuracy and completeness of all information furnished by or on behalf of the Client and

the Client acknowledges that Algon and Engagement Personnel shall not be responsible

for any inaccuracies or omissions in such information. Notwithstanding the foregoing,

The Client acknowledges that Algon and Engagement Personnel are not

performing or being requested to perform any auditing or financial reporting services nor

are they being engaged to provide a fairness opinion or solvency opinion on any

financial information presented or generated; any reports and opinions prepared by

Algon should not be utilized as such. The Client acknowledges that Algon and

Engagement Personnel may prepare projections and numerous factors can affect actual

results of the Client's operations which can vary materially from the projections.

Algon's relationships with Parties in Interest have been disclosed on the attached

affidavit, which will be filed with the Bankruptcy Court. If Algon becomes aware of any

potential conflict of interest it will immediately inform the Client.

Signature Page Follows

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 24 of 39
Board of Managers

IT'SUGAR, LLC

September 21 , 2020

Page 7

VI. Acceptance

Please confirm your acceptance of the foregoing terms of the Agreement by

signing and returning an executed original of the Agreement to Algon.

Sincerely, Accepted by:

Algon Group, LLC. IT'SUGAR, LLC, and affiliates

by,

By: By:

Troy T. Tayj^r, President

Date: l£> Date: ^9—2-/-Wc

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 25 of 39
1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: 

 Chapter 11 

IT’SUGAR FL I LLC, Case No. 20-20259-RAM 

IT’SUGAR LLC, Case No. 20-20261-RAM 

IT’SUGAR ATLANTIC CITY LLC, Case No. 20-20263-RAM 

IT’SUGAR FLGC LLC, Case No. 20-20264-RAM 

 (Joint Administration pending) 

Debtors. 

_______________________________/

DECLARATION OF TROY TAYLOR IN SUPPORT OF APPLICATION OF 

DEBTORS PURSUANT TO 11 U.S.C. §§ 105(a) AND 363(b) TO (I) RETAIN ALGON 

CAPITAL, LLC D/B/A ALGON GROUP TO PROVIDE THE DEBTORS A CHIEF 

RESTRUCTURING OFFICER AND CERTAIN ADDITIONAL PERSONNEL AND (II)

DESIGNATE TROY TAYLOR AS CHIEF RESTRUCTURING OFFICER FOR THE 

DEBTORS ON AN INTERIM BASIS NUNC PRO TUNC TO SEPTEMBER 22, 2020 

 

Troy Taylor submits this Declaration pursuant to 28 U.S.C. §1746, states as follows:1

1. I am the president of Algon Capital, LLC d/b/a Algon Group (“Algon”), a 

restructuring and investment banking firm with completed assignments throughout the United 

States and internationally. 

2. I submit this declaration on behalf of Algon (the “Declaration”) in support of the 

Application of Debtors Pursuant to 11 U.S.C. §§ 105(a) and 363(b) to (I) Retain Algon Capital, 

LLC d/b/a Algon Group to Provide the Debtors a Chief Restructuring Officer and Certain 

Additional Personnel and (II) Designate Troy Taylor as Chief Restructuring Officer for the 

Debtors on an Interim Basis nunc pro tunc to September 22, 2020 (the “Application”) on the terms 

and conditions set forth in the Application and the engagement letter, dated September 22, 2020, 

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the 

Application. 

EXHIBIT B

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 26 of 39
2 

entered into between the Debtors and Algon and attached to the Application as Exhibit A (the 

“Engagement Letter”), nunc pro tunc to the Petition Date. Except as otherwise noted, I have 

personal knowledge of the matters set forth herein.2

3. On September 22, 2020, the Debtors engaged Algon to provide restructuring 

management services, including my services as Chief Restructuring Officer as set forth in the 

Engagement Letter. I believe that my and Algon’s experience and expertise will be valuable to the 

Debtors’ efforts to reorganize. 

QUALIFICATIONS 

4. Both Algon and myself personally have extensive experience in providing 

restructuring services in and out of chapter 11 proceedings and have an excellent reputation for the 

services they have rendered on behalf of debtors and creditors throughout the United States. 

5. I am the Founder and President of Algon, and I have over 30 years of experience 

that combines investment banking, restructuring (both in Chapter 11 and out-of-court), and senior 

management. I have served as the Lead Financial Advisor, Chief Restructuring Officer or Chief 

Executive Officer in a broad range of industries including real estate/hospitality, energy, 

manufacturing, and distribution. I recently led the restructuring/recapitalization of Hyperion Bank 

in my capacity as Vice Chairman and acted as the sole Independent Director of the Dress Barn, 

Inc. in connection with the wind down of approximately 650 retail locations around the country. I 

am also a founding investor and the Chairman of the Audit Committee for Big Rock Partners 

Acquisition Corp., a publicly traded company. 

2 Certain of the disclosures herein relate to matters within the personal knowledge of other 

professionals at Algon and are based on information provided by such professionals. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 27 of 39
3 

6. I have completed various real estate restructurings/sales for high-profile clients 

including The Related Group, Four Season Peninsula Papagayo Resort, One Bal Harbour Resort, 

BlueGreen Vacations Corporation, The Altman Companies, and Cabi Downtown LLC. 

7. Algon is a national, leading financial advisory firm. The following is a 

representative list of Algon’s advisory engagements: 

The Dress Barn, Inc.  Served as sole independent director in 

conjunction with wind-down of retail 

operations 

 Wind-down included 650 stores and 

related lease obligations 

Big Rock Partners, LLC  Financial/Restructuring Advisor in senior 

housing chapter 11 

 Advisor on $69 million acquisition of 500+ 

bed Tampa area CCRC 

Tradition/Port St. Lucie  Advised institutional lender on 8,200-acre 

master planned community 

 Conducted nationwide M&A process to 

maximize value 

 Sold 3,028 acres to Mattamy Homes; 

transferred 1,222 acres to the City

BrightSource Energy, Inc.  International solar thermal developer with 

invested capital in excess of $800 million 

 Appointed Vice Chairman and Board 

Member at the request of the senior lender 

 Debt restructuring/international M&A 

process

Peninsula Papagayo  Advised on a successful operational and 

debt restructuring 

 Increased equity value by approximately 

$100 million 

 Conducted worldwide M&A process 

resulting in the successful sale of the resort

The Related Group  $2+ billion restructuring of senior and 

mezzanine debt across 21 separate loans 

 Completed consensual restructuring with 

40+ domestic and foreign financial 

institutions 

 Restructured Company is once again a 

major successful real estate developer

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 28 of 39
4 

Tradition/BFC Corp.  Diversified NYSE holding company 

(NYSE: BBX) 

 CRO for successful restructuring on over 

$370 million of subsidiary level debt

One Bal Harbour  CRO in confirmed Chapter 11 of 

condo/hotel project with $700+ million in 

assets 

 Managed sale process via section 363 sale

Hyperion Bank  As Vice Chairman, led a 

management/financial restructuring 

 Raised $18.3 million through Rights 

Offering and Common Stock Offering

Cabi Downtown, LLC  Financial advisor on $256 million Chapter 

11 Plan for major condominium project 

Altman Companies  Completed global restructuring for leading 

developer and operator of apartments with 

over $475 million of debt 

Agway Liquidating Trust  Advised $400 million trust on the 

disposition of 24 environmentally-tainted 

properties

Synovus Financial Corporation (NYSE: SNV)  Advised in divestiture of 28% equity 

ownership in Aerosonics Corporation 

(AMEX: AIM)

BlueGreen Vacations Corporation (NYSE: 

BXG) 

 Review of strategic alternatives resulting in 

$29 million sale of Developer/Operator of 

timeshare resorts and residential parcels

Advanced Lighting Technologies, Inc. 

(Nasdaq: ADLT) 

 Advised the Official Equity Committee in 

obtaining substantial recovery in $175 

million Chapter 11

Speizman Industries, Inc. (SPZN.OB)  Advised the Special Committee to the 

Board of Directors in connection with a 

chapter 11 petition

Mego Financial (Nasdaq: MEGO)  Advisor to Chapter 11/7 trustee for $185 

million publicly-traded timeshare company 

 Developed strategy and negotiated 

substantial recovery for DIP lender

Village Homes  Restructured approximately $140 million 

of senior debt

Diversified Family Investment Vehicle  Advised on two CMBS debt restructurings 

of retail and office assets 

 Successfully negotiated agreements with 

CW Capital and C3

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 29 of 39
5 

Investor group  Advised investor group in purchase of PCX 

Corp., a division of NYSE-listed 

Integrated Electrical Services, Inc.

Southeastern Retirement Associates, LLC  Advised an ad hoc committee of 

subordinated note holders in a $52.3 

million restructuring

NY-based hedge fund  Advised on valuation of $600 million of 

subordinated debt in a publicly-traded 

company

Arlington Ridge, LLC  Advisor to Debtor in Chapter 11 

proceedings Held CRO position 

PsychSolutions Inc.  Financial advisor in sale to Youth & 

Family Centered Services, Inc., a portfolio 

company of TA Associates 

Adama Holdings  Advised major hedge fund investors on 

$500 million eastern European distressed 

investment

SolarReserve, Inc.  Advising senior lender on maximizing 

recovery of $90 million loan 

 Overseeing liquidation of assets located in 

US, South Africa, Chile and Australia

SELAF Waterfall Holding Company  Advised a $175 million private equity firm 

on strategic alternatives for portfolio 

investment

Harmony Information Systems, Inc.  Advised JMI Equity ($1.3+ billion) on the 

recapitalization of a portfolio company

8. Further, as a result of prepetition work performed on behalf of the Debtors, Algon 

and I personally have acquired knowledge of the Debtors and their business and we are familiar 

with the Debtors’ financial affairs, operations and related matters. 

9. Algon will endeavor to coordinate with the other professionals retained in these 

cases to eliminate unnecessary duplication of work. 

DISINTERESTEDNESS AND ELIGIBILITY 

10. Prior to prepetition work performed in preparation for the filing, neither Algon nor 

myself had any connection with the Debtors. However, we have connections with the Debtors’ 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 30 of 39
6 

affiliates as follows: 

a) I served as CRO for Core Communities Inc. with respect to an out-of-court 

debt restructuring. Core Communities was a subsidiary of Woodbridge Holdings 

Corporation, an affiliate of BBX Capital Corp., which in turn is an affiliate of the Debtors. 

The representation ceased in 2014. I do not believe that this relationship affects Algon’s or 

my disinterestedness in these cases. 

b) Algon served as financial advisor to Bluegreen Vacation Corporation 

(“Bluegreen”) with respect to the sale of a division of Bluegreen. The representation 

ceased in 2014. Bluegreen is a public company traded on the New York Stock Exchange. 

BBX is majority shareholder of Bluegreen. Algon refers to the Form 10-Q filed by BBX 

for the quarter ending June 30, 2020 for the details of a proposed spinoff transaction, 

previously announced in June 2020 related by BBX and Bluegreen. I do not believe that 

this relationship affects Algon’s or my disinterestedness in these cases. 

c) Algon served as financial advisor to the Altman Companies, an 

independently owned apartment developer for debt restructuring. The Altman Companies 

are currently 50% owned by BBX Capital Real Estate, an affiliate of the Debtors. The 

representation ceased more than 5 years prior to the Petition Date. I do not believe that this 

relationship affects Algon’s or my disinterestedness in these cases. 

d) I am currently a passive investor, and have been a passive investor in 

numerous partnerships sponsored by Label & Co., a niche real estate developer/home 

builder. An affiliate of the Debtors, BBX Sky Cove LLC, a wholly owned subsidiary of 

BBX Capital Real Estate, is likewise a passive investor in many of the same projects. I do 

not believe that this relationship affects Algon’s or my disinterestedness in these cases. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 31 of 39
7 

e) Over the last 10 years Mr. Taylor has discussed various business issues 

regarding real estate with senior BBX executives. These discussions included investment 

opportunities, restructuring of debt and/or leases and general real estate market conditions. 

These were all informal conversations and Mr. Taylor was not compensated. 

11. In connection with the preparation of this Declaration, Algon’s professionals 

conducted a review of their contacts with the Debtors, their affiliates, the Debtors’ principals, and 

certain entities and individuals holding large claims against or interests in the Debtors that were 

reasonably known to Algon, and other interested parties that were reasonably known to Algon 

(collectively, the “Conflict Parties”). 

12. Based on the results of Algon’s review, it was determined that, other than set forth 

herein, Algon does not have relationships with any of the Conflict Parties. 

13. In 2014, Mark Meland, Esq. and Meland Budwick, P.A. represented Mr. Taylor in 

connection with an acquisition of a condominium unit in Miami Beach, Florida and ancillary real 

estate related services. That representation has concluded and that matter was unrelated to the 

Debtors. 

14. In the past Meland Budwick, P.A. has represented parties in interest in matters in 

which Algon Capital LLC and/or Troy Taylor have served as a financial advisor and/or chief 

restructuring officer. None of those matters were related to the Debtors. 

15. As part of its diverse practice, Algon appears in numerous cases, proceedings and 

transactions that involve many different professionals, including attorneys, accountants and 

restructuring consultants, who may represent claimants and parties-in-interest in these cases. Also, 

Algon has performed in the past, and may perform in the future, consulting services for various 

attorneys and law firms, and has been represented by several attorneys and law firms, some of 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 32 of 39
8 

whom may be involved in these proceedings. In addition, Algon has in the past, may currently and 

will likely in the future be working with or against other professionals involved in these cases in 

matters unrelated to the Debtors and these cases. Based on our current knowledge of the 

professionals involved, and to the best of my knowledge, none of these relationships create 

interests materially adverse to the Debtors herein in matters upon which Algon is to be employed, 

and none are in connection with these cases. 

16. Algon is not a “creditor” of the Debtors within the meaning of section 101(10) of 

the Bankruptcy Code. 

17. Based on the results of the relationship search conducted to date as described above, 

Algon appears to have no connection with the Debtors, their creditors, other parties-in-interest (as 

reasonably known to Algon) or their respective attorneys, except as disclosed in this Declaration. 

Further, no one involved in these cases or in Algon’s business generally has any connection to the 

United States Trustee for the Southern District of Florida (the “U.S. Trustee”) or any person 

employed in the Office of the U.S. Trustee in this District. 

18. Other than as set forth in this Declaration, Algon neither holds nor represents any 

interest adverse to the Debtors and is a “disinterested person” within the scope and meaning of 

section 101(14) of the Bankruptcy Code. 

19. It is Algon’s policy and intent to update and expand its ongoing relationship search 

for additional parties in interest in an expedient manner. If any new relevant facts or relationships 

are discovered or arise, Algon will promptly file a supplemental disclosure in the same manner as 

an estate professional employed pursuant to section 327 of the Bankruptcy Code would file under 

Bankruptcy Rule 2014(a). 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 33 of 39
9 

COMPENSATION 

20. Subject to Court approval of the Application and in accordance with the applicable 

provisions of the Bankruptcy Code, the Bankruptcy Rules, applicable U.S. Trustee guidelines, and 

the Local Rules for the United States Bankruptcy Court for the Southern District of Florida, Algon 

will seek from the Debtors payment for compensation on a monthly flat fee for myself as Chief 

Restructuring Officer and on an hourly basis for all other Additional Personnel, and reimbursement 

of actual and necessary expenses incurred by Algon, as described in the Application. Algon’s 

customary hourly rates as charged in bankruptcy and non-bankruptcy matters of this type by the 

professionals assigned to this engagement are outlined in the Application. 

21. To the best of my knowledge, (i) no commitments have been made or received by 

Algon with respect to compensation or payment in connection with these cases other than in 

accordance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, and (ii) 

Algon has no agreement with any other entity to share with such entity any compensation received 

by Algon in connection with these chapter 11 cases. 

22. By reason of the foregoing, I believe Algon will be eligible for retention by the 

Debtors pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the applicable 

Bankruptcy Rules and Local Rules. 

23. I am authorized to submit this Declaration on behalf of Algon, and if called upon 

to testify, I would testify competently as to the facts set forth herein. 

 [Remainder of page intentionally left blank. Next page is signature page.] 

 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 34 of 39
Pursuant to 28 U.S.C, 5 1146,I declare under penalty of perjury that the foregoing is true

and correct.

This Declaration is executed by me on this 22"d day of Septemb er,2020.

10

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 35 of 39
1

EXHIBIT C 

 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: 

 Chapter 11 

IT’SUGAR FL I LLC, Case No. 20-20259-RAM 

IT’SUGAR LLC, Case No. 20-20261-RAM 

IT’SUGAR ATLANTIC CITY LLC, Case No. 20-20263-RAM 

IT’SUGAR FLGC LLC, Case No. 20-20264-RAM 

 (Joint Administration pending) 

Debtors. 

_______________________________/ 

INTERIM ORDER AUTHORIZING (I) THE RETENTION OF ALGON CAPITAL, LLC 

D/B/A ALGON GROUP TO PROVIDE THE DEBTORS A CHIEF RESTRUCTURING 

OFFICER AND (II) THE DESIGNATION OF TROY TAYLOR AS CHIEF 

RESTRUCTURING OFFICER FOR THE CHAPTER 11 DEBTORS-IN-POSSESSION

ON AN INTERIM BASIS NUNC PRO TUNC TO THE PETITION DATE AND SETTING 

FINAL HEARING 

 THIS MATTER came before the Court on ____, 2020 at ___ ___.m. upon the 

Application of the Debtors Pursuant to 11 U.S.C. §§ 105(a) and 363(b) to (I) Retain Algon 

Capital, LLC d/b/a Algon Group to Provide the Debtors a Chief Restructuring Officer and 

Certain Additional Peronnel and (II) Designate Troy Taylor as Chief Restructuring Officer for 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 36 of 39
2

the Debtors, on an Interim Basis, Nunc Pro Tunc to September 22, 2020 [ECF No. ___] (the 

“Application”), pursuant to § 363(b)) of Title 11 of the United States Code (the “Bankruptcy 

Code”), Rule 6003 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and 

the Local Rules for the United States Bankruptcy Court for the Southern District of Florida (the 

“Local Rules”); the Court having reviewed the Application, the declaration of Troy Taylor in 

support of the Application, (the “Taylor Declaration”); the Court being satisfied based upon the 

representations made in the Application and the Taylor Declaration that Troy Taylor and Algon 

Capital, LLC d/b/a Algon Group (“Algon”) do not hold any interest adverse to the Debtors or to 

the estates, due and proper notice of the Application having been provided, and after due 

deliberation and sufficient cause appearing therefore, it is accordingly

ORDERED AND ADJUDGED as follows: 

1. The Application is GRANTED on an interim basis, nunc pro tunc to the Petition 

Date. 

2. It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC, and It’Sugar FLGC 

LLC (the “Debtors”) are authorized to retain Algon and designate Troy Taylor of Algon as Chief 

Restructuring Officer of the Debtors in these Chapter 11 cases in accordance with the terms and 

conditions set forth in the Application and this Interim Order.

3. Algon and Mr. Taylor shall not be required to submit fee applications. However, 

fees paid to Algon shall be subject to final review and approval by this Court at the conclusion of 

these Chapter 11 cases. 

4. The Court shall conduct a final hearing (the “Final Hearing”) on the Application 

on _____________, at ___________, prevailing Eastern Time, by telephone through 

CourtSolutions. To participate through CourtSolutions, you must make a reservation in advance 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 37 of 39
3

no later than 3:00 p.m., one business day before the date of the hearing. Reservations should be 

arranged online at https://www.court-solutions.com/. If a party is unable to register online, a 

reservation may also be made by telephone at (917) 746−7476. 

5. Any party in interest objecting to the relief sought in the Application shall serve 

and file written objections, which objections shall be served upon (a) the Debtors; (b) Debtor’s 

Counsel; (c) the Office of the United States Trustee for the Southern District of Florida; (d) the 

entities listed on the Master Service List, if any, filed pursuant to Local Bankruptcy Rule 2002-

1(K); and (e) counsel to any Official Committee of Unsecured Creditors Committee, to the 

extent one is appointed prior to the Final Hearing (collectively, the “Notice Parties”) and shall be 

filed with the Clerk of the United States Bankruptcy Court, Southern District of Florida, to allow 

actual receipt by the foregoing no later than ___________________ at 4:30 p.m., prevailing 

Eastern Time. 

6. Notice will be provided to all parties by mailing a copy of this Interim Order 

setting the Final Hearing upon all parties on the Master Service List pursuant to Local Rule 

2002-1(H), Designation of Master Service List in Chapter 11 Cases. 

7. In the event the Application is not granted on a final basis, Algon shall be 

permitted to receive compensation for services rendered in the period between the Petition Date 

and the Final Hearing, subject to final review and approval by this Court at the conclusion of 

these Chapter 11 cases. 

8. The requirements for emergency motions set forth in Local Rule 9075-1 and for 

entry of the relief requested earlier than the period set forth in Bankruptcy Rule 6003 are 

satisfied by the contents of the Application. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 38 of 39
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9. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted pursuant to this Interim Order in accordance with the Application and the record. 

10. Entry of this Interim Order is without prejudice to the rights of any party-ininterest to interpose an objection to the Application, and any such objection will be considered 

on a de novo basis at the Final Hearing. 

11. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation of this Interim Order. 

### 

Submitted By: 

Joshua W. Dobin, Esquire 

Florida Bar No. 93696 

jdobin@melandbudwick.com

MELAND BUDWICK, P.A. 

Counsel for Debtors 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telefax: (305) 358-1221 

Copies Furnished To: 

Joshua W. Dobin, Esquire, is directed to serve copies of this Order on all parties in interest and 

to file a Certificate of Service. 

Case 20-20259-RAM Doc 27 Filed 09/23/20 Page 39 of 39