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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

WEST PALM BEACH DIVISION

____________________________________

)

In re: )

) Chapter 11

POST OAK TX, LLC, )

) Case No. 21-18563-EPK

Debtor.1)

____________________________________)

DEBTOR’S SECOND MOTION TO EXTEND (I) EXCLUSIVITY PERIODS

UNDER 11 U.S.C. §1121; (II) PLAN DEADLINE; AND (III) DEADLINE TO 

CHALLENGE RIALTO LIEN

(Hearing Requested on January 26, 2022 at 1:30 pm)

The Debtor, through undersigned counsel, pursuant to 11 U.S.C. § 1121 and Rule 9006(b) 

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), respectfully requests the 

entry of an order extending (i) the exclusivity periods under 11 U.S.C. § 1121 for the Debtor to 

file and solicit acceptances of a plan, (ii) the deadline to file a plan and disclosure statement; and 

(iii) the deadline to challenge Rialto’s lien, for approximately three additional weeks, and in 

support thereof states as follows: 

Background

1. On August 31, 2021, the Debtor filed a voluntary petition for relief under chapter 

11 of the Bankruptcy Code, commencing the above-captioned case before the United States 

Bankruptcy Court for the Southern District of Florida.

2. The Debtor is operating its business and managing its property as a debtor and 

debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 

 

1 The last four digits of the Debtor’s tax identification number are 2544. 

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3. Since 2010, the Debtor has been the sole owner of the Hilton Houston Post Oak 

Hotel (the “Hotel”) located in Houston, Texas. The Hotel consists of fourteen stories, 448 rooms 

(27 suites), 29,855 square feet of meeting space, 18 meeting rooms, 345 covered parking spaces, 

a fitness center, an outdoor deck pool, and a business center. It is located at the Galleria Shopping 

Mall in Houston, one of the largest malls in the United States.

4. The Hotel is managed by Hilton Management LLC (“Hilton”) pursuant to the terms 

of a March 1, 2005 Management Agreement, as amended.

5. RSS JPMBB2014-C25 - TX POT, LLC, an affiliate of Rialto Capital Advisors, 

LLC (“Rialto”), filed a proof of claim in which it asserted a claim in the amount of $99,672,245.21, 

secured by a first lien on all of the assets of the bankruptcy estate.

6. On October 7, 2021, the Court entered an order setting December 30, 2021 as the 

deadline for the Debtor to file its plan and disclosure statement. See DE 87. 

7. On December 3, 2021, the Court entered its Fourth Interim (I) Authorizing Use of 

Cash Collateral (For December 2021) Pursuant to 11 U.S.C. § 363, (II) Providing Secured Lender 

Adequate Protection Pursuant to 11 U.S.C. §§ 361 and 363 and (III) Scheduling Further Interim 

Hearing (the “Fourth Cash Collateral Order,” DE 119). The Fourth Cash Collateral Order set a 

deadline of December 31, 2021 for the Debtor to challenge the validity or priority of the Rialto 

lien.

8. Pursuant to 11 U.S.C. § 1121, the exclusive periods for the Debtor to file and solicit 

acceptances of a plan was originally December 29, 2021 and February 28, 2022 respectively.

9. On December 27, 2021, the Court entered an Order Granting Debtor’s Motion to 

Extend (I) Exclusivity Periods Under 11 U.S.C. § 1121; (II) Plan Deadline and (III) Deadline to 

Challenge Rialto Lien (“First Extension Order,” DE 127). The First Extension Order extended (i) 

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the exclusive periods for the Debtor to file and solicit acceptances of a plan to January 31, 2022 

and March 31, 2022 respectively; (ii) the deadline for the Debtor to file a plan and disclosure 

statement to January 31, 2022; and (iii) the deadline to challenge the priority and validity of the lien

asserted by Rialto to January 31, 2022. 

10. On December 27, 2021, the Court also entered its Fifth Interim (I) Authorizing Use 

of Cash Collateral (For January 2022) Pursuant to 11 U.S.C. § 363, (II) Providing Secured Lender 

Adequate Protection Pursuant to 11 U.S.C. §§ 361 and 363 and (III) Scheduling Further Interim 

Hearing (the “Fourth Cash Collateral Order,” DE 119). The Fifth Cash Collateral Order also set a 

deadline of January 31, 2022 for the Debtor to challenge the priority and validity of the lien 

asserted by Rialto.

Relief Requested

By this Motion, the Debtor requests that the Court (i) extend the exclusivity periods 

under 11 U.S.C. § 1121 to file and solicit acceptances of a plan until February 23, 2022 and April 

24, 2022 respectively, (ii) extend the deadline for the Debtor to file a plan and disclosure 

statement until February 23, 2022, and (iii) extend the deadline for the Debtor to challenge 

Rialto’s lien until February 23, 2022. 

Argument

The Bankruptcy Code provides for an initial period of 120 days after the commencement 

of a chapter 11 case during which a debtor has the exclusive right to file a chapter 11 plan. See 11 

U.S.C. § 1121(b) (“Except as otherwise provided in this section, only the debtor may file a plan 

until after 120 days after the date of the order for relief under this chapter.”). The Bankruptcy Code 

further provides that if a debtor files a plan within that 120-day period, it has a 180-day period 

from the petition date to solicit acceptance of its plan. 11 U.S.C. § 1121(c)(3).

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Pursuant to Section 1121(d) of the Bankruptcy Code, the Bankruptcy Court may extend 

these exclusive periods “for cause.” See 11 U.S.C. § 1121(d) (“[O]n the request of a party in 

interest made within the respective periods specified in subsections (b) and (c) of this section and 

after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 

180-day period referred to in this section.”)

Although the Bankruptcy Code does not define the term “cause” for purposes of Section 

1121(d) or establish formal criteria for an extension of the exclusive periods, bankruptcy courts 

have discretion to extend exclusivity to promote the orderly, consensual, and successful

reorganization of a debtor’s affairs. See In re Timbers of Inwood Forest Assocs., Ltd., 808 F.2d 63, 

372 (5th Cir. 1987) (noting that the meaning of “cause” under Section 1121 should be viewed in 

context of the Bankruptcy Code’s goal of fostering reorganization); In re Hoffinger Indus., Inc., 

292 B.R. 639, 643 (B.A.P. 8th Cir. 2003) (same); Matter of Homestead Partners, Ltd., 197 B.R. 

706, 720 (Bankr. N.D. Ga. 1996) (same).

To determine whether cause exists to extend exclusivity, courts examine a variety of factors 

including: (1) the size and complexity of the case; (2) the necessity of sufficient time to negotiate 

and prepare adequate information; (3) the existence of good faith progress towards reorganization; 

(4) whether the debtor is paying its debts as they come due; (5) whether the debtor has 

demonstrated reasonable prospects for filing a viable plan; (6) whether the debtor has made 

progress negotiating with creditors; (7) the length of time the case has been pending; (8) whether 

the debtor is seeking an extension of time to pressure creditors; and (9) whether unresolved 

contingencies exist. In re Friedman’s, Inc. 356 B.R. 758, 888 (Bankr. S.D. Ga. 2005). 

As noted, the Court previously extended the exclusivity periods to file and solicit 

acceptances of a plan to January 31, 2022 and March 31, 2022 respectively, or about a one month 

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extension. Here, cause exists to extend the exclusivity periods for an additional, approximate three 

weeks. On January 18, 2022, the Debtor and Rialto participated in a second judicial settlement 

conference with Judge Russin in an effort to resolve their issues and put the Debtor in a position 

of filing a consensual plan. The parties did not settle, but an impasse was not reached. Instead, the 

judicial settlement conference was continued to February 8, 2022. 

The purpose of the extension of exclusivity is to avoid the commencement of significant 

litigation between the Debtor and Rialto as they try to reach a settlement. Rialto consents to the 

extension, and thus, the extension is not being sought to pressure Rialto. Furthermore, there is no 

harm to the estate in extending the exclusivity periods, since the Debtor is staying current on its 

obligations, as reflected by the cash collateral budgets and monthly operating reports filed in the 

case. Further still, the extension sought is only for approximately three weeks, until February 23, 

2022 to file a plan and April 24, 2022 to solicit acceptances of a plan.

These same reasons justify an extension of the deadlines to file a plan and disclosure 

statement to February 23, 2022, and to challenge Rialto’s lien until February 23, 2022. Rialto has 

consented to these extensions as well.

WHEREFORE, the Debtor respectfully request the entry of an order extending (i) the 

exclusive periods for it to file a plan and solicit acceptances of a plan until February 23, 2022 and 

April 24, 2022 respectively, (ii) the deadline for it to file a plan and disclosure statement until 

February 23, 2022, and (iii) the deadline to challenge Rialto’s lien until February 23, 2022, and for 

such other and further relief as the Court deems just. 

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Dated: January 20, 2022 Respectfully submitted, 

/s/ Andrew D. Zaron

Andrew D. Zaron, Esq.

 Fla. Bar No. 965790

LEÓN COSGROVE, LLP

255 Alhambra Circle, 8th Floor

Miami, Florida 33134

Tel: 305.740.1975

Email: azaron@leoncosgrove.com

Counsel to Debtor-in-Possession

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on January 20, 2022, a true and correct copy of the foregoing 

was filed electronically and was served by CM/ECF on the attached CM/ECF list, and by E-Mail 

and U.S. Mail on the parties on the attached service list.

By: s/ Andrew D. Zaron 

 Andrew D. Zaron

Case 21-18563-EPK Doc 131 Filed 01/20/22 Page 7 of 10
LEÓN COSGROVE, LLP 

255 ALHAMBRA CIR. I 8TH FLOOR I MIAMI, FL 33134 I T 305.740.1975 I WWW.LEONCOSGROVE.COM 

Service List 

Via E-mail: 

Sean B. Davis on behalf of Creditor RSS JPMBB2015-C25 - TX Pot, LLC d/b/a Rialto Capital 

Advisors, LLC sbdavis@winstead.com

Heidi Feinman on behalf of US Trustee Heidi.A.Feinman@usdoj.gov

Dan L. Gold on behalf of US Trustee Dan.L.Gold@usdoj.gov

Robert E. Richards on behalf of Hilton Management, LLC, robert.richards@dentons.com

Paige N. Topper on behalf of Debtor ptopper@morrisnichols.com

Robert J. Dehney on behalf of Debtor rdehney@morrisnichols.com

W. Steven Bryant on behalf of RES/VLS Real Estate Limited Partnership 

sbryant@lockelord.com

Maggie E. Lara on behalf of Wilson Fire Equipment MELara@wilsonfire.com

Chad Touqan on behalf of Venice Flooring & Remodeling chad@vfrtexas.com

John Baumgardner on behalf of Ace Parking Management jbaumgardner@aceparking.com

Veronica Whitaker on behalf of Sysco Food Services of Houston 

veronica.whitaker@sysco.com

Tom Goldberg on behalf of Guest Supply Inc. tgoldberg@guestsupply.com

Alexandra Woolsey on behalf of Amadeus Hospitality Americas, Inc.

alexandra.woolsey@amadeus.com

Elisa Cruz on behalf of Ryan LLC Elisa.Cruz@ryan.com

Anica Hershey on behalf of Safe Step Inc. Anica.hershey@safestep.com

Melissa Lallas on behalf of LG Fulfilment melissa.lallas@lge.com

Accounting Collections Specialist on behalf of D2R Linen mphuong@d2rlineninc.com

Scott Ball on behalf of Encore scott.ball@encoreglobal.com

Account Manager on behalf of Cvent Shookey@cvent.com

Accounting and Collections Representative on behalf of Allbridge kstrong@allbridge.com

Case 21-18563-EPK Doc 131 Filed 01/20/22 Page 8 of 10
LEÓN COSGROVE, LLP 

255 ALHAMBRA CIR. I 8TH FLOOR I MIAMI, FL 33134 I T 305.740.1975 I WWW.LEONCOSGROVE.COM 

Manager, Display Sales on behalf of Travelscape klug@expediagroup.com

Rick Bradley on behalf of Luminant Energy Company Rick.Bradley@luminant.com

Cindy Ray on behalf of 1900 WLS – RE LP Cindy.Ray@transwestern.com

Luis Carlos de la Cruz Castro on behalf of Johnson Controls Fire Protection LP 

luiscarlos.delacruz.castro@jci.com 

Case 21-18563-EPK Doc 131 Filed 01/20/22 Page 9 of 10
CM/ECF LIVE - U.S. Bankruptcy Court:flsb

Mailing Information for Case 21-18563-EPK

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service for this case.

Jacqueline Calderin calderintrustee@gmail.com, jcalderin@ecf.axosfs.com;calderintrustee@ecf.inforuptcy.com;jc01@trustesolutions.net

Jacqueline Calderin jc@agentislaw.com, bankruptcy@agentislaw.com;nsocorro@agentislaw.com

Robert P. Charbonneau rpc@agentislaw.com, nsocorro@agentislaw.com;bankruptcy@agentislaw.com;bankruptcy.ecc@ecf.courtdrive.com

Jesse R Cloyd jrc@agentislaw.com, bankruptcy@agentislaw.com;nsocorro@agentislaw.com;bankruptcy.ecc@ecf.courtdrive.com

Dale A Evans dale.evans@lockelord.com, tina.sullivan@lockelord.com

Heidi A Feinman Heidi.A.Feinman@usdoj.gov

Daniel R Fogarty dfogarty.ecf@srbp.com

Jerry M Markowitz jmarkowitz@mrthlaw.com,

ycandia@mrthlaw.com,rrubio@mrthlaw.com,mrthbkc@gmail.com,gruiz@mrthlaw.com,markowitzjr73991@notify.bestcase.com,jmarkowitz@ecf.courtdrive.com

Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov

Harley E. Riedel hriedel.ecf@srbp.com

Andrew D. Zaron azaron@leoncosgrove.com, eperez@leoncosgrove.com

Manual Notice List

The following is the list of parties who are not on the list to receive email notice/service for this case (who therefore require manual noticing/service). You may wish to

use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients.

Robert J. Dehney

Morris, Nichols, Arsht & Tunnell, LLP

1201 N Market St 16 Flr 

Wilmington, DE 19899-1347

Soneet Kapila

1000 South Federal Highway 

Suite 200

Fort Lauderdale, FL 33316

Robert E. Richards

233 South Wacker Drive, Suite 5900 

Chicago, IL 60606-6361

Paige N. Topper

Morris, Nicholas, Arsht & Tunnell LLP

1201 N Market St, 16 Flr 

POB 1347

Wilmington, DE 19899-1347

Creditor List

Click the link above to produce a complete list of creditors only.

List of Creditors

Click on the link above to produce a list of all creditors and all parties in the case. User may sort in columns or raw data format.

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