UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

www.flsb.uscourts.gov

In re:

6200 NE 2ND AVENUE, LLC, Case No.: 22-10385-RAM

Chapter 11

Jointly Administered

5911 NE 2ND AVENUE, LLC Case No.: 22-10386-LMI

5901 NE 2ND AVENUE, LLC Case No.: 22-10387-RAM

5900 NE 2ND AVENUE, LLC Case No.: 22-10388-RAM

5700 NE 2ND AVENUE, LLC Case No.: 22-10390-RAM

5524 NE 2ND AVENUE, LLC Case No.: 22-10392-RAM

175 NE 55TH STREET, LLC Case No.: 22-10391-RAM

6229 NE 2ND AVENUE, LLC Case No.: 22-14331-RAM

5823 NE 2ND AVENUE, LLC Case No.: 22-14767-RAM

Debtors.

_______________________________/

DEBTORS’ DISCLOSURE STATEMENT IN CONNECTION

WITH DEBTORS’ THIRD AMENDED PLAN OF REORGANIZATION

Submitted by: Jointly Administered Debtors

July 2, 2022

Respectfully submitted,

Aaronson Schantz Beiley P.A.

/s/ Geoffrey S. Aaronson

Geoffrey S. Aaronson, Esq.

Florida Bar No. 349623

gaaronson@aspalaw.com

Tamara D. McKeown, Esq.

Florida Bar No. 773247

tmckeown@aspalaw.com

One Biscayne Tower

2 S. Biscayne Blvd, 34th Floor

Miami, Florida 33131

Ph: 786.594.3000

Fax: 305.424.9336

Attorneys for Jointly Administered Debtors

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Contents

ARTICLE I: INTRODUCTION..................................................................................................... 3

ARTICLE II: DEFINITIONS......................................................................................................... 4

ARTICLE III: DISCLOSURE STATEMENT & VOTING ........................................................ 12

ARTICLE IV: BACKGROUND INFORMATION..................................................................... 13

ARTICLE V: SUMMARY OF DEBTS AND THE CHAPTER 11 CASE.................................. 15

ARTICLE VI: PLAN IMPLEMENTATION................................................................................ 18

ARTICLE VII: CLASS TREATMENT........................................................................................ 20

ARTICLE VIII: EFFECTIVENESS OF THE PLAN ................................................................... 24

ARTICLE IX: CLAIMS BAR DATE............................................................................................ 24

ARTICLE X: THIRD-PARTY RELEASES.................................................................................. 25

ARTICLE XI: ACCEPTANCE OR REJECTION OF THE PLAN.............................................. 25

ARTICLE XII: CONFIRMATION OF THE PLAN..................................................................... 25

ARTICLE XIII: BINDING EFFECT OF PLAN .......................................................................... 27

ARTICLE XIV: EXECUTORY CONTRACTS AND UNEXPIRED LEASES ........................... 28

ARTICLE XV: RISKS OF THE PLAN......................................................................................... 28

ARTICLE XVI: LIQUIDATION ANALYSIS ............................................................................. 28

ARTICLE XVII: INQUIRIES....................................................................................................... 28

ARTICLE XVIII: MISCELLANEOUS ......................................................................................... 28

ARTICLE XIX: CONCLUSION ................................................................................................... 32

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ARTICLE I: INTRODUCTION

Jointly administered Chapter 11 Debtors and Debtors in Possession, 6200 NE 2ND

AVENUE, LLC, 5911 NE 2ND AVENUE, LLC, 5901 NE 2ND AVENUE, LLC, 5900 NE 2ND

AVENUE, LLC, 5700 NE 2ND AVENUE, LLC, 5524 NE 2ND AVENUE, LLC, 175 NE 55TH

STREET, LLC, 6229 NE 2ND AVENUE, LLC and 5823 NE 2ND AVENUE, LLC (“Debtors”), 

pursuant to 11 U.S.C. § 1125, file this Disclosure Statement (“Disclosure Statement”) in support 

of Debtors’ Third Amended Plan of Reorganization [ECF 163] (“Plan” or “Plan of 

Reorganization”) filed on July 1, 2022.

NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY 

REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS 

CONTAINED IN THIS DISCLOSURE STATEMENT REGARDING THE PLAN OR THE 

SOLICITATION OF ITS ACCEPTANCE.

ALL CREDITORS AND INTEREST HOLDERS ARE HEREBY ADVISED AND 

ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN 

THEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS HERETO AND 

OTHER DOCUMENTS REFERENCED AS FILED WITH THE COURT PRIOR TO OR 

CONCURRENT WITH THE FILING OF THIS DISCLOSURE STATEMENT. 

SUBSEQUENT TO THE DATE HEREOF, THERE CAN BE NO ASSURANCE MADE 

THAT (A) THE INFORMATION AND REPRESENTATIONS CONTAINED HEREIN 

ARE MATERIALLY ACCURATE; OR (B) THIS DISCLOSURE STATEMENT 

CONTAINS ALL MATERIAL INFORMATION. 

THIS DISCLOSURE STATEMENT HAS BEEN REQUIRED TO BE PREPARED 

IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND NOT IN 

ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER 

APPLICABLE NON-BANKRUPTCY LAW.

THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY 

PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR 

AGAINST THE PLAN. NOTHING CONTAINED HEREIN WILL CONSTITUTE AN 

ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY 

PROCEEDING INVOLVING THE DEBTOR OR ANY OTHER PARTY OR BE DEEMED 

CONCLUSIVE EVIDENCE OF THE TAX OR OTHER LEGAL EFFECTS OF THE 

REORGANIZATION OF THE DEBTOR ON HOLDERS OF CLAIMS OR INTERESTS. 

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER CLAIMS 

AND CAUSES OF ACTIONS OR THREATENED ACTIONS AGAINST THIRD PARTIES, 

THIS DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION 

OR STIPULATION, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT

NEGOTIATIONS.

THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE 

STATEMENT HAS BEEN PREPARED BY THE DEBTOR AND HAS NOT BEEN 

SUBJECT TO INDEPENDENT REVIEW OR TO CERTIFIED AUDIT. THE DEBTOR 

HAS MADE EVERY EFFORT TO ENSURE THAT THE INFORMATION CONTAINED 

HEREIN IS COMPLETE AND ACCURATE; HOWEVER, THE DEBTOR IS UNABLE TO 

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WARRANT OR REPRESENT THAT THIS INFORMATION IS WITHOUT ANY 

INACCURACY.

ARTICLE II: DEFINITIONS

The capitalized terms used in the Plan shall have the meanings set forth in the numbered 

Paragraphs of this Article.

1. “Administrative Claim” shall mean any right to payment constituting a cost or expense of 

administration of the Case that is Allowed under Sections 503(b) and/or 507(a)(2) of the Code, 

including, without limitation: (a) any actual and necessary costs and expenses of preserving the 

Debtor’s Estate; (b) any actual and necessary costs and expenses of operating the Debtor’s 

business; (c) any indebtedness or obligations incurred or assumed by the Debtor during the 

Case; (d) any compensation for professional services rendered and reimbursement of expenses 

incurred, to the extent Allowed by Final Order under section 330 or 503 of the Code; (e) all fees 

and charges assessed against the Estate under section 1930 of title 28 of the United States Code, 

and (f) all post-petition taxes.

2. “Alleged Post Confirmation Default” or “Alleged Default” shall mean an alleged failure to 

make a payment required under the Plan or a withdrawal of this Plan after confirmation, and 

the failure to substitute a new Plan substantially similar with respect to the treatment of all 

creditors prior to substantial consummation. See Article VIII, Section B regarding the effect of 

a Post Confirmation Default under the Plan. In the event of an Alleged Post-Confirmation 

Default, the Reorganized Debtor shall have twenty days from the Debtor’s receipt of written 

Notice of an Alleged Default in payment to dispute the alleged failure to pay, or to cure such 

default. If the payment obligation is not met and the Reorganized Debtor does not cure or 

dispute such Alleged Default within the twenty-day period, it shall be deemed a Default Event. 

If there is a dispute as to whether there is a Default Event, such dispute may be resolved by the 

Court on short notice.

3. “Allowed” shall mean (i) with reference to any Claim, (a) any Claim against the Debtor, which 

has been listed by the Debtor in its Schedules (as such Schedules may be amended by the Debtor 

from time to time in accordance with Bankruptcy Rule 1007) as liquidated in amount and not 

disputed or contingent and for which no proof of claim has been filed, (b) any Claim against 

the Debtor which is the subject of a duly filed and timely proof of claim that has not been 

objected to by the Debtor, (c) any Claim as to which the liability of the Debtor and the amount 

thereof are determined by a Final Order, or (d) any Claim against the Debtor allowed pursuant 

to this Plan, and (ii) any Administrative Claim or Expense expressly allowed under this Plan or 

by the Court. Unless otherwise specified in this Plan or ordered by the Court, “Allowed Claim” 

or “Allowed Administrative Expense” shall not include interest on such Claim or 

Administrative Expense from and after the Petition Date.

4. “ASBPA” shall mean the Debtor’s Chapter 11 attorneys, Aaronson Schantz Beiley P.A. 

5. “Ballot” shall mean the form or forms distributed for voting on the Plan.

6. “Ballot Date” shall mean the date set by the Court by which all Ballots must be received.

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7. “Balloting Agent” shall mean the Debtor’s Chapter 11 attorneys, Aaronson Schantz Beiley 

P.A.

8. “Bankruptcy Code” or “Code” shall mean Title 11 of the United States Code, as in effect 

from time to time, as applicable to this Chapter 11 Case.

9. “Bankruptcy Court” or “Court” shall mean the United States Bankruptcy Court for the 

Southern District of Florida (Miami Division), or such other Court having jurisdiction over this 

Case. 

10. “Bankruptcy Estate” means the estate created pursuant to Section 541 of the Bankruptcy Code 

by the commencement of the Debtors’ Chapter 11 Cases.

11. “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure, as amended from 

time to time as applicable to the Chapter 11 Case, including the Local Rules of the Bankruptcy 

Court.

12. “Business Day” shall mean any day except a Saturday, Sunday or “legal holiday” as such term 

is defined in Bankruptcy Rule 9006(a) and the Court’s Local Rules.

13. “Case(s)” or “Chapter 11 Case(s)” shall mean these Chapter 11 cases.

14. “Chapter 11 Petition(s)” or “Petition(s)” shall mean the Debtors’ Petitions for relief under 

Chapter 11 filed with the Court on the Petition Date.

15. “Chemtov” shall mean Chemtov Mortgage Group Corp., a Florida corporation and private 

mortgage lender, which held a mortgage on, and obtained a final judgment of foreclosure 

against, all Little Haiti Debtor Properties. Chemtov’s judgment and Claims have been assigned 

to LH Gateway.

16. “Claim” shall have the meaning ascribed in Section 101(5) of the Code, including, without 

limitation, any right to payment from the Debtor, whether or not such right is reduced to 

judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, contested, 

uncontested, legal, equitable, secured, or unsecured, or any right to an equitable remedy for 

breach of performance if such breach gives rise to a right of payment from the Debtor, whether 

or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, 

unmeasured, contested, uncontested, secured or unsecured.

17. “Claims Bar Date (Original)” shall mean, with respect to the Little Haiti Debtors: (a) March 

29, 2022 for any non-governmental claims, which was the general deadline set by the Court for 

filing any proofs of claim; and (b) July 18, 2022 for any governmental claims, which was the 

deadline set by the Court for government entities to file any proofs of claim. The Claims Bar 

Dates may be amended only pursuant to Order of the Court.

18. “Claims Bar Date (6229 & 5823)” shall mean, with respect to Debtors 6229 and 5823, the 

deadline for filing all governmental and non-governmental claims pursuant to a date to be set 

forth in the Confirmation Order or other Court Order that will issue from the Court. This 

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deadline will supersede the proof of claim deadlines established in the Notices of Chapter 11 

Bankruptcy Case filed on June 1, 2022 in Debtor 6229’s Case [Case No. 22-14331-RAM, ECF 

3], and June 23, 2022 in Debtor 5823’s Case [Case No. 22-14767, ECF 9]. 

19. “Claims Objection Date” shall mean, with respect to Debtors 6229 and 5823, the deadline

pursuant to Confirmation Order or other Order that will issue from the Court in this Case by 

which Debtors 6229 and 5823 must file objections to claims filed by the Claims Bar Date (6229 

& 5823). 

20. “Class” shall mean a group of Claims or Interests with the same respective rights and interests, 

as classified under the Plan.

21. “Collateral” shall mean the Debtor’s inventory, equipment, accounts, general intangibles, 

fixtures, money, instruments, securities, documents, chattel paper, deposits, credits, claims, 

receivables, and other personal property owned by the Debtor, together with the proceeds, 

products, offspring or profits thereof, as the case may be, in connection with the Debtor’s pledge 

of some or all of these items. 

22. “Confirmation” shall mean the entry of a Confirmation Order.

23. “Confirmation Date” shall mean the date on which the Confirmation Order becomes a Final 

Order. 

24. “Confirmation Hearing” shall mean the hearing conducted by the Bankruptcy Court pursuant 

to section 1128(a) of the Code to consider confirmation of this Plan, as such hearing may be 

adjourned or continued from time to time.

25. “Confirmation Order” shall mean the order or orders of the Bankruptcy Court confirming 

this Plan or any amendments thereto.

26. “Confirmed Plan” shall mean this Plan (and any amendments thereto by the Debtor if such has 

amendments have been approved by the Court) upon and after the Court enters a Confirmation 

Order.

27. “Contested Claim” shall mean a Claim (or portion thereof) which: (a) is scheduled, or for 

which a proof of claim has been deemed filed under applicable law or Order of the Court; and 

(b) a timely and properly filed objection has not been: (i) withdrawn or resolved by stipulation 

or (ii) resolved by the Court by a Final Order. 

28. “Court” shall mean the United States Bankruptcy Court for the Southern District of Florida 

(Miami Division) or any other Court that exercises jurisdiction over this Chapter 11 Case. 

29. “Creditor” shall mean the holder of an Allowed Claim, whether such creditor was scheduled 

by the Debtor or filed a timely proof of claim.

30. “Creditors” shall mean all holders of Allowed Claims or assignees of Allowed Claims against 

the Debtor.

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31. “Debtors” shall mean collectively all jointly administered Chapter 11 Debtors and Debtors in 

Possession:

• 6200 NE 2ND AVENUE, LLC;

• 5911 NE 2ND AVENUE, LLC;

• 5901 NE 2ND AVENUE, LLC;

• 5900 NE 2ND AVENUE, LLC;

• 5700 NE 2ND AVENUE, LLC;

• 5524 NE 2ND AVENUE, LLC;

• 175 NE 55TH STREET, LLC; 

• 6229 NE 2ND AVENUE, LLC; and

• 5823 NE 2ND AVENUE, LLC

32. "Debtor 5823” shall mean specifically Debtor 5823 NE 2ND AVENUE, LLC.

33. "Debtor 5823 Properties” shall mean specifically 5823 NE 2nd Avenue, Miami, Florida, which 

is a single-story commercial building presently being built out as a restaurant, and 175 NE 59th

Street, Miami, Florida, which is presently used as a parking lot, both of which are owned by 

Debtor 5823.

34. "Debtor 6229” shall mean specifically Debtor 6229 NE 2ND AVENUE, LLC.

35. "Debtor 6229 Property” shall mean specifically 6229 NE 2nd Avenue, Miami, Florida, which 

is a single-story commercial building owned by Debtor 6229.

36. “Little Haiti Debtors” shall mean all jointly administered Chapter 11 Debtors except for 

Debtor 6229 and Debtor 5823.

37. “Little Haiti Debtor Properties” shall mean collectively the parcels of real property owned by 

all Debtors except Debtor 6229 and Debtor 5823, all of which are located along the NE 2nd

Avenue corridor of the Little Haiti section of Miami, described as follows:

• 6200 NE 2nd Avenue: commercial building and location of the Debtors’ management 

office;

• 6212 N.E. 2nd Avenue: a small mixed-use commercial and residential building which 

presently is being used for storage and generates limited income;

• 165 N.E. 2nd Street: a vacant lot which presently stores various shipping containers;

• 5911 NE 2nd Avenue: a small commercial retail building;

• 207 N.E. 59th Street: vacant land, which presently provides storage for shipping 

containers;

• 5901 N.E. 2nd Avenue: a small mixed-use commercial and residential building;

• 5900 N.E. 2nd Avenue: a small parking lot;

• 185 N.E. 59th Street: a small mixed-use building that contains an artist’s studio on the 

ground floor and three residential units on the second floor;

• 5700 NE 2nd Avenue: a small six-unit commercial retail building;

• 5716 N.E. 2nd Avenue: a small parking lot;

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• 5720 N.E. 2nd Avenue: a small parking lot;

• 5524 N.E. 2nd Avenue: a small retail building;

• 175 N.E. 55th Street: an artist’s studio and small residence; and

• 184 N.E. 56th Street: vacant land used for parking large vehicles and trucks.

38. “Debtor Properties” shall mean collectively all parcels of real property owned by all Debtors, 

all of which are located along the NE 2nd Avenue corridor of the Little Haiti neighborhood of 

Miami.

39. “Default Event” shall mean an uncured Alleged Default.

40. “Deficiency Claim” shall mean the difference between a Secured Creditor’s Secured Claim 

and the value of the collateral securing the Secured Claim, and as may be reduced by the amount 

of a Secured Claim of any other Secured Creditors holding a superior interest in the collateral. 

41. “Disclosure Statement” shall mean this Disclosure Statement filed by Debtors in support of 

their Plan of Reorganization, as amended.

42. “DIP Accounts” shall mean the Debtors’ post-petition bank accounts which are reported 

monthly to the Court and used by the Debtors as Debtors-In-Possession.

43. “Disputed Claim” shall mean (i) a liability scheduled on the Debtors’ Schedules or Amended 

Schedules as disputed, contingent or unliquidated; or (ii) a timely filed proof of claim against 

which an unresolved objection is pending.

44. “Distribution(s)” shall mean the issuance of payment(s) to the holders of Allowed Claims and 

Allowed Administrative Claims as required by this Plan. Payment shall be effectuated by 

placing a check in the U.S. Mail to the address indicated in the Debtors’ schedules, on the 

Creditor’s proof of claim, or by any other means or method as requested by the Creditor in 

writing.

45. “Distribution Agent” shall mean the Debtors or ASBPA, as may be hereafter determined and 

set forth in the Confirmation Order, who will be responsible for making Distributions according 

to this Plan.

46. “Effective Date” shall mean the date on which the Distributions are scheduled to be issued 

pursuant to the Confirmed Plan. The Effective Date shall be a business day between the first 

business day that the Confirmation Order becomes final and ten business days thereafter.

47. “Effective Date Distributions” shall mean the Distributions that are made on the Effective 

Date, which shall derive from the Transaction. 

48. “Equity Owner” shall mean Little Haiti Development Partners, LP, the owner of the Debtors.

49. “Fee Application” shall mean an application under Sections 330(a), 331, and/or 503 of the 

Bankruptcy Code for allowance of any Professional Fees.

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50. “Final Order” shall mean an order or judgment of the Court which has been entered on the 

docket maintained by the clerk of such Court and which has not been reversed, vacated or 

stayed, and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, 

reconsideration or rehearing has expired and no such appeal, petition for certiorari, or other 

proceedings for a new trial, reconsideration or rehearing is then pending, or (b) if an appeal, 

writ of certiorari, new trial, reconsideration or rehearing has been sought, such order or 

judgment shall have been affirmed by the highest court to which such order was appealed, or 

certiorari shall have been denied or a new trial, reconsideration or rehearing shall have been 

denied or resulted in no modification of such order, and the time to take any further appeal, 

petition for certiorari, or move for a new trial, reconsideration or rehearing shall have expired; 

provided, however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil 

Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such 

order, shall not cause such order not to be a Final Order.

51. “Final Report” shall mean the Final Report on Distribution and Request for Entry of Final 

Decree Closing Case to be filed by the Debtors.

52. “G Shores” shall mean collectively G Shores Holdings LLC (32.94%), JMG Holdings, LLC 

(20.59%), MCCV Holdings LLC (20.59%) and The Rock-Miami Church Inc. (25.88%), the 

mortgage holder on the Debtor 6229 Property owned by Debtor 6229 NE 2ND Avenue, LLC.

53. “G Shores Foreclosure Judgment” shall mean the Final Judgment of Foreclosure obtained by 

G Shores against Debtor 6229 NE 2nd Avenue, LLC on April 27, 2022 in Miami-Dade County 

Circuit Court case number 2021-015215-CA-01 and the order entered thereafter in the 

foreclosure case awarding attorney fees.

54. “General Unsecured Creditor” shall mean a Creditor holding an allowed non-priority 

Unsecured Claim or a Claim against the estate of the Debtor other than an Administrative Claim, 

a Secured Claim or a Priority Claim.

55. “Impaired Creditors” shall mean all Classes of Claims or Interests that are Impaired under the 

Plan.

56. “Impairment” of Claims or Interests shall mean that a Class of Claims or Interests is impaired 

under the Plan. A Class is impaired (“Impaired”) if the Plan alters the legal, equitable and/or 

contractual rights to which a holder of such Claim or Interest is entitled. A Class of Claims or 

Interests is unimpaired if the Plan, with respect to such Class, leaves unaltered the legal, 

equitable and contractual rights to which a holder of such Claim or Interest is entitled. In this 

Plan, a Class is not Impaired if it is to be paid in full on the Effective Date. If there is any chance 

that a Class will not be paid in full on the Effective Date, then the Class is deemed Impaired for 

voting purposes.

57. “Interested Parties” shall mean, collectively, the Debtors, the Creditors, the Equity Owner, 

LOZ, and any other person or entity who has a legal or equitable “Interest” in the Chapter 11 

Cases.

58. “LHDP” shall refer to Little Haiti Development Partners, LP, which is the owner of all of the 

Debtors.

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59. “Lien” shall have the meaning set forth in Section 101(37) of the Bankruptcy Code.

60. “LHDM” shall refer to Little Haiti Development Management, LLC, the manager of all the 

Debtors.

61. “LH Gateway” shall refer to Little Haiti Gateway Holdings LLC, the transferee of Chemtov’s 

judgment and assignee of Chemtov’s claims in these Cases.

62. “Local Rules” shall mean the local rules of procedure of the United States Bankruptcy Court 

for the Southern District of Florida.

63. “LOZ” shall refer to LH OP Zone Investors, LLC, the purchaser of the Debtor Properties 

pursuant to the Purchase Transaction.

64. “LOZ Closing” shall mean the closing of the Court-approved Purchase Transaction with LOZ.

65. “Notice Parties” shall mean all parties entitled to notice of filings or other matters as set forth 

in the Plan, which includes all Classes, the United States Trustee, the Debtor and Debtors’

Counsel, excluding in any particular circumstance the party that itself filed the matter required 

to be served.

66. “Perdomo” shall mean Alexis Perdomo (4.44%) JMG Holdings, LLC (22.22%) MCCV 

Holdings LLC (22.22%); MIG Financial Group, LLC (25.19%); Reef Inspired LLC (11.11%); 

and The Maria L. Santaya Living Trust (14.82%), the first mortgage holder on the Debtor 5823 

Properties, 5823 NE 2nd Avenue, Miami, Florida and 175 NE 59th Street, Miami, Florida.

67. “Perdomo Judgment” shall mean the Summary Final Judgment of Foreclosure obtained by 

Perdomo against Debtor 5823 NE 2nd Avenue, LLC on March 23, 2022 in Miami-Dade County 

Circuit Court case number 2021-015376-CA-01.

68. “Petition Date” shall mean, with respect to all Debtors except 6229 NE 2nd Avenue, LLC and 

5823 NE 2nd Avenue, LLC, January 18, 2022, the date on which the Debtors commenced their 

Chapter 11 Cases. With respect to 6229 NE 2nd Avenue, LLC, “Petition Date” shall mean May 

31, 2022, the date on which its Chapter 11 Case was commenced. With respect to 5823 NE 2nd

Avenue, LLC, “Petition Date” shall mean June 20, 2022, the date on which its Chapter 11 Case 

was commenced. 

69. “Plan” or “Plan of Reorganization” shall mean the Third Amended Plan of Reorganization

filed by the Debtors on July 1, 2022 [ECF 163], as the same may be further amended, 

supplemented or modified from time to time.

70. “Plan Distributions” shall mean all the Distributions to be made as set forth in this Plan.

71. “Priority Claim” shall mean any Claim, if Allowed, entitled to priority pursuant to Section 

507(a) of the Code, other than an Administrative Claim.

72. “Priority Creditor” shall mean a Creditor holding an Allowed Priority Claim.

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73. “Professional Fees” shall mean all fees and costs approved by the Court under Section 330(a), 

331 or 503 of the Code.

74. “Purchaser” shall mean LH OP Zone Investors, LLC, the purchaser of the Debtor Properties 

pursuant to the Purchase Transaction.

75. “Purchase Agreement” shall mean the Purchase and Sale Agreement between the Debtors and 

LOZ for the sale by Debtors and the purchase by LOZ of all the Debtor Properties.

76. “Purchase Transaction” or “Transaction” shall refer to the transaction with LH OP Zone 

Investors LLC (“LOZ”), wherein LOZ shall purchase the Debtor Properties for cash 

consideration greater than the amounts necessary to fund this Plan, free and clear of all liens, 

claims, encumbrances and interests (subject only to encumbrances, easements and restrictions 

of record and taxes accruing subsequently to 2021).

77. “Reorganized Debtors” shall mean the Debtors after entry of the Confirmation Order and 

upon and after the Effective Date.

78. “Schedules” shall mean, inclusively, the Schedules of assets and liabilities and the Statements

of Financial Affairs, as they have been or may be amended from time to time, filed by the 

Debtors in the Chapter 11 Case pursuant to Section 521 of the Code and the Bankruptcy Rules.

79. “Secured Claim” shall mean a Claim secured in whole or part by a Lien on assets of the 

Debtors. 

80. “Secured Creditor” shall mean a Creditor holding an Allowed Secured Claim.

81. “Substantial Consummation” shall have the same meaning as defined in Section 1101 of the 

Bankruptcy Code and will occur on the Effective Date. But for the 6229 Case and the 5823 

Case, this case shall be deemed substantially consummated upon making the Effective Date 

Distributions to Creditors. The 6229 Case and the 5823 Case shall be deemed substantially 

consummated only upon payment to all Allowed Creditors of Debtor 6229 and Debtor 5823 

other than G Shores and Perdomo, who will each be paid at the time of LOZ Closing.

82. “United States Trustee Fees” shall mean the fees payable to the United States Trustee’s office 

in conjunction with this Chapter 11 Case.

83. “Unliquidated Claim(s)” shall mean all Claims scheduled as such by the Debtor and any proof 

of claim filed by a Creditor without a specific dollar amount identified therein.

84. “Unsecured Claim” means any Claim that arose or accrued prior to the Petition Date that is 

not an Administrative Claim, a Secured Claim or a Priority Claim, and including, without 

limitation, Claims arising from the rejection of an unexpired lease or executory contract 

pursuant to this Plan, Deficiency Claims, or other Claims so designated by Final Order of the 

Bankruptcy Court.

85. “Unsecured Creditor” shall mean a Creditor holding an Allowed Unsecured Claim.

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86. Undefined Terms. A term used but not defined herein shall have the meaning given to it by 

the Bankruptcy Code or the Bankruptcy Rules, if defined therein.

ARTICLE III: DISCLOSURE STATEMENT & VOTING

The Debtors have prepared and are disseminating this Disclosure Statement to holders of

Claims against them for the purpose of soliciting acceptance of the Plan of Reorganization. The 

Debtors believe that this Disclosure Statement contains information that is material, important and 

necessary for their Creditors to arrive at an informed decision in exercising their right to vote for 

the Plan, to the extent that any Creditors of the Debtors are Impaired by the Plan. Creditors that are 

not Impaired by the Plan will not vote on the Plan. The Third Amended Plan of Reorganization 

was filed by the Debtors on July 1, 2022 [ECF 163].

For a Class of Claims to accept the Plan, acceptances must be filed by at least 2/3 in amount 

and more than 1/2 in number of the Allowed Claims for such Class that actually vote on the Plan. 

A failure to vote on the Plan does not constitute either an acceptance or rejection of the Plan. The 

Debtors’ Plan, if confirmed, will pay all Allowed Claims of all Creditors in full, with interest, and 

therefore there will be no Impaired Creditors and no voting on the Plan will be required. The 

Distribution funds shall be derived by the Debtors from the Purchase Transaction. Debtors propose 

that all payments to Creditors shall be made in a single payment on the Effective Date.

NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE PLAN ARE 

AUTHORIZED OTHER THAN AS SET FORTH HEREIN. ANY REPRESENTATIONS 

OR INDUCEMENTS TO SECURE YOUR ACCEPTANCE OF THE PLAN OTHER THAN 

AS CONTAINED HEREIN SHOULD NOT BE RELIED UPON BY YOU. THE 

INFORMATION CONTAINED HEREIN HAS NOT BEEN REVIEWED OR PASSED 

UPON BY AN ACCOUNTANT. THE DEBTORS ARE UNABLE TO WARRANT OR 

REPRESENT THAT THE INFORMATION CONTAINED HEREIN IS WITHOUT ANY 

INACCURACY ALTHOUGH ALL SUCH INFORMATION IS ACCURATE TO THE 

DEBTORS’ BEST KNOWLEDGE, INFORMATION AND BELIEF. THE COURT HAS 

NOT VERIFIED THE ACCURACY OF THE INFORMATION CONTAINED HEREIN, 

AND THE COURT'S APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT 

IMPLY THAT THE COURT ENDORSES OR APPROVES THE PLAN, BUT ONLY THAT 

IF THE INFORMATION IS ACCURATE, IT IS SUFFICIENT TO PROVIDE AN 

ADEQUATE BASIS FOR CREDITORS AND INTEREST HOLDERS TO MAKE 

INFORMED DECISIONS WHETHER TO APPROVE OR REJECT THE PLAN.

Most words or phrases used in this Disclosure Statement shall have their usual and 

customary meanings. The words or phrases when used in the context of the Plan and Disclosure 

Statement with initial capital letters shall have definitions set forth in the Plan and which are 

repeated herein. Unless otherwise defined, the terms used in this Disclosure Statement shall have 

the same meaning as in the Bankruptcy Code or Rules.

Pursuant to the Bankruptcy Code, only holders of Allowed Claims or equity interests in

Classes of Claims or Interests that are Impaired under the Plan and that will receive Distributions 

under the Plan are entitled to vote to accept or reject the Plan. Under applicable bankruptcy law, 

any proof of claim filed by an alleged Creditor is presumed to be an Allowed Claim until such time 

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as the Debtors (or another party in interest) object to such a Claim. In the event of an objection to 

a filed Claim, a claimant shall not have the right to vote to accept or reject the Plan until the 

Contested Claim or Interest is resolved, unless the holder of such Contested Claim or Interest 

requests and obtains an order from the Court pursuant to applicable Bankruptcy Rules temporarily 

allowing such Contested Claim or Interest for voting purposes. Any Ballot received from any such 

holder of a Contested Claim or interest shall not be considered in determining whether the Plan has 

been accepted by a particular Impaired Class of Claims or Interests unless an order has been entered 

by the Court allowing the Contested Claim or Interest for voting purposes. In this regard, the burden 

is on the claimant to have an objected-to Claim temporarily allowed and the Debtors strongly 

recommend that parties with Claims subject to an objection seek legal counsel to discuss their 

eligibility to vote. Classes of Claims or Interests in which the holders of Claims or Interests will not 

receive or retain any property under the Plan are deemed to have rejected the Plan and are not 

entitled to vote on the Plan; Classes of Claims or Interests in which the holders of Claims or Interests 

are Unimpaired under the Plan are deemed to have accepted the Plan and are not entitled to vote on 

the Plan. As noted above, the Debtors’ Plan provides for the payment of all Allowed Claims of all 

Creditors in full, with interest. As a result, there will be no Impaired Creditors and no voting on 

the Plan will be required. 

If all of the applicable requirements of section 1129(a) of the Bankruptcy Code have been 

satisfied with respect to the Plan, other than the provision requiring the affirmative vote of each 

impaired class, the Debtors have reserved the right to seek confirmation of the Plan over the 

objection of one or more Classes of Creditors pursuant to section 1129(b) of the Bankruptcy Code

should the Court deem any particular Class impaired. In proceeding under section 1129(b) of the 

Code, the Court is required to make certain determinations including that the proposed treatment is 

fair and equitable under the circumstances. For purposes of seeking confirmation of the Plan under 

section 1129(b), the Debtors reserve the right to modify or vary the terms of the Plan or the 

treatment of the Claims or interests of those Classes at or prior to Confirmation Hearing. 

ARTICLE IV: BACKGROUND INFORMATION

Debtors are Florida1limited liability companies which together own 17 parcels of real 

property in the Little Haiti/Upper East Side neighborhood largely on the Northeast 2nd Avenue 

corridor of Miami (“Debtor Properties”). Each of the Debtors owns at least one Property that 

currently or historically generated income, but prior to the filing of the Chapter 11 Cases, several 

of the properties had ceased generating income, largely as a result of two factors: (i) the Covid-19 

pandemic, which caused the failure of several small business tenants that had leased space in several 

of the Debtor Properties; and (ii) after certain Debtor Properties were gutted in anticipation of 

renovation, the failure of an investor (the principal of LH Gateway, the entity which recently 

acquired the Chemtov foreclosure judgment and claims in these cases) to raise and invest sufficient 

funds to pay existing debt and to complete the renovations, as had been promised.

 

LHDP is the owner of all the Debtors. LHDP, in turn, is indirectly owned in part and 

controlled by a family trust which was settled in 2016. The trust was settled by, and is controlled 

by, Mallory Kauderer and his wife, as joint tenants by the entirety and they are partial beneficiaries 

1 One of the Debtors, 5901 NE 2nd Avenue, LLC (“5901”), is a Delaware limited liability company which is 

authorized to do business in Florida as a foreign limited liability company.

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of the family trust as husband and wife and as joint tenants by the entirety. LHDM, the manager of 

all the Debtors, has no ownership interest in the Debtors, and is managed by Mallory Kauderer. 

Historically, the Debtors were formed separately for tax purposes to facilitate the eventual 

sale/disposition of Properties, and to maintain independent entities in the event of outside 

investment. 

The Debtors have many of the same unsecured creditors and all Little Haiti Debtors shared

liability to the same Secured Creditor – Chemtov, a private mortgage lender, which held a first 

mortgage on each of the Little Haiti Debtor Properties. The Chemtov obligation derived from a 

July 31, 2018, business loan agreement and promissory note for $8,000,000.00 (the “Chemtov 

Loan”), which was collateralized by, inter alia, by the Little Haiti Debtor Properties, and was 

guaranteed by Kauderer. 

The Debtors’ loss of rental income which directly and indirectly resulted from the two 

events described above caused the Debtors to default on their obligation to Chemtov in or about 

November 2020. At the time of default, the outstanding principal balance owed was approximately 

$6,000,000.00. Chemtov filed a Verified Complaint for Foreclosure of the Debtor Properties on 

March 16, 2021, in Miami-Dade County Circuit Court, Case No. 2021-006347-CA-01. A Final 

Judgment of Foreclosure was entered on October 21, 2021 against all Debtors, Mr. Kauderer and 

LHDP for $7,492,009.67. The Debtors’ efforts to restructure the loan with Chemtov prior to the 

bankruptcy filings were unsuccessful. A foreclosure sale scheduled for January 19, 2022 was 

stayed by the filing of the Chapter 11 Cases. The Chemtov judgment is overwhelmingly the largest 

debt in the case. On March 18, 2022, Chemtov filed Proofs of Claim for $7,950,242.55 in each of 

the Debtors’ Cases, which reflected the Final Judgment amount plus accrued default rate interest of 

25% to the Petition Date and no interest thereafter. Chemtov subsequently sold its judgment and 

assigned its Claims against the Little Haiti Debtors to LH Gateway.

Debtor 6229 has liability to a different Secured Creditor, G Shores, which is comprised of 

four private mortgage lenders that collectively hold a first mortgage on Debtor 6229 Property. The 

G Shores obligation derives from a March 4, 2019 business loan reflected by a promissory note for 

$850,000.00 (the “G Shores Loan”), which was collateralized by, inter alia, by Debtor 6229 

Property, and was guaranteed by Mr. Kauderer.

Debtor 6229 also suffered a loss of rental income directly and indirectly resulting from the 

two events described above and caused Debtor 6229 to default on its obligation to G Shores in or 

about February 2021. At the time of default, the outstanding principal balance owed was 

approximately $850,000.00. G Shores filed a Verified Complaint for Foreclosure of Debtor 

Property 6229 on June 27, 2021, in Miami-Dade County Circuit Court, Case No. 2021-015215-

CA-01. An Agreed Order Enforcing Assignment of Rents was entered by the state court on October 

6, 2021, and since November 2021, the rental income from the tenant at the Debtor 6229 Property 

has been sent by Debtor 6229 each month to G Shores’ loan servicer. A Final Judgment of 

Foreclosure was entered on April 27, 2022 against Debtor 6229, Mr. Kauderer and others. The 

balance owed pursuant to the judgment is $1,061,867.11. Debtor 6229’s efforts to restructure the 

loan with G Shores prior to the bankruptcy filing were unsuccessful. A foreclosure sale scheduled 

for June 1, 2022 was stayed by Debtor 6229’s Chapter 11 filing.

A second mortgage against Debtor Property 6229 for $600,000.00 is held by Carlton Fields, 

P.A. to secure a promissory note issued by Debtor 6229 and Mr. Kauderer for legal fees incurred 

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in connection with litigation against affiliates of Debtor 6229 and Mr. Kauderer. An adverse 

judgment was entered in that case against Debtor 6229’s affiliates and Mr. Kauderer. The affiliates 

and Mr. Kauderer assert that Carlton Fields provided grossly inadequate representation. The 

affiliates and Mr. Kauderer have appealed the adverse judgment and have asserted a separate 

malpractice claim against Carlton Fields. Both were pending on the Petition Date. 

Further with regard to Carlton Fields’ mortgage, it contains a (prelitigation) negotiated 

provision providing for the release of the mortgage and the outstanding amount of principal and 

interest under the note and mortgage in the event of a sale of Debtor Property 6229 to the extent 

that the net proceeds are insufficient to satisfy the mortgage. 

Debtor 5823 has liability to a different Secured Creditor, Perdomo, which is comprised of 

six private mortgage lenders that collectively hold a first mortgage on Debtor 5823 Property. The 

Perdomo obligation derives from an April 22, 2019 business loan reflected by a promissory note 

for $675,000.00 (the “Perdomo Loan”), which was collateralized by, inter alia, by Debtor 5823

Property, and was guaranteed by Mr. Kauderer.

Debtor 5823 suffered a similar loss of rental income directly and indirectly resulting from 

the two events described above, which caused Debtor 5823 to default on its obligation to Perdomo 

in or about February 2021. At the time of default, the outstanding principal balance owed was 

approximately $675,000.00. Perdomo filed a Verified Complaint for Foreclosure of Debtor 

Property 5823 on June 28, 2021, in Miami-Dade County Circuit Court, Case No. 2021-015376-

CA-01. A Summary Final Judgment of Foreclosure was entered on March 23, 2022 against Debtor 

5823, Mr. Kauderer and others. The balance owed pursuant to the judgment is $844,938.18. Debtor 

5823’s efforts to restructure the loan with Perdomo prior to the bankruptcy filing were unsuccessful. 

A foreclosure sale scheduled for June 21, 2022 was stayed by Debtor 5823’s Chapter 11 filing.

ARTICLE V: SUMMARY OF DEBTS AND THE CHAPTER 11 CASE

Summary of Pre-Petition Debts. In addition to the Debtors’ collective obligations to 

Secured Creditors Chemtov (now LH Gateway), G Shores and Perdomo, the Debtors’ other 

combined debts include: (i) Allowed Administrative Expenses of approximately $250,000.00 to 

ASBPA and approximately $5,000.00 to be paid to the Office of the United States Trustee; (ii) 

approximately $400,000.00 of other Allowed Secured Claims (not including the Carlton Fields 

Class 8 Claim discussed below), most of which are tax certificates or tax deed applications for prior 

year property taxes; (iii) approximately $20,000.00 in Allowed Priority Claims, most of which are 

sales and use taxes; and (iv) approximately $400,000.00 in Allowed Unsecured Claims.

According to appraisals obtained by the Debtors in December 2021, the estimated combined 

value of all the Debtor Properties at that time was $6,585,000.00. However, because the Debtor 

Properties may be in the path of redevelopment, and notwithstanding the limited lease income 

derived from these properties, the sale of the Debtor Properties in the Purchase Transaction will 

result in sufficient proceeds to pay all Allowed Claims in full and with interest, where required. 

The Chapter 11 Cases. The Little Haiti Debtors’ Chapter 11 Cases were filed on January 

18, 2022, prior to Chemtov’s scheduled foreclosure sale. An Order granting joint administration 

of the Little Haiti Debtors was entered by the Bankruptcy Court on January 20, 2022 [ECF 5 in 

Case No.: 22-10385-RAM]. As noted above, prior to the filing of the Chapter 11 Cases, the Debtors 

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had fallen behind on payments to Chemtov after several of the properties had ceased generating 

income due to tenant business failures resulting from the COVID-19 pandemic and the failure of 

an investor, the principal of LH Gateway, to raise and invest sufficient funds to complete 

renovations that had begun on certain properties, as had been promised. 

Early in these Chapter 11 Cases, the Debtors entered into a cash collateral arrangement with 

Chemtov which permitted them to maintain and manage the Debtor Properties and pay utilities and 

insurances. However, because of the high cost of premiums for windstorm coverage for the Debtor 

Properties, the Debtors did not have sufficient remaining income each month to make adequate 

protection payments to Chemtov. Therefore, the Debtors offered Chemtov the choice of receiving 

monthly adequate protection payments from the Debtors or having the Debtor Properties covered 

by windstorm insurance. Chemtov chose to have the Debtor Properties insured with windstorm 

coverage, which thereafter was obtained by the Debtors. 

Debtor 6229’s Chapter 11 Case was filed on May 31, 2022, prior to G Shore’s scheduled 

foreclosure sale. As noted, prior to the filing of its Chapter 11 Case, Debtor 6229 had fallen behind 

on payments to G Shores after its property had ceased generating income due to tenant income loss

resulting from the COVID-19 pandemic and the failure of an investor, the principal of LH Gateway,

to raise and invest sufficient funds to complete certain renovations, as had been promised, as had 

been promised. An Order granting joint administration of Debtor 6229 with the other Debtors was

entered by the Bankruptcy Court on June 3, 2022 [ECF 10 in Case No. 22-14331-RAM].

In the Debtor 6229 case, as noted above there is an existing state court rent order providing 

that the lease payments received from the Debtor 6229 Property should be directed to G Shores. G 

Shores has collected rent from Debtor 6229 Property since November 2021 in the approximate 

amount of $900 per month. Because jointly administered Debtor 6229 has been included in 

Debtors’ Third Amended Plan, and because G Shores already is receiving rents from the Debtor 

6229 Property pursuant to the state court rent order, Debtor 6229 does not anticipate the need to 

enter into a cash collateral arrangement with G Shores prior to Plan confirmation and will permit 

the rent order to remain in place. 

Debtor 5823’s Chapter 11 Case was filed on June 20, 2022, prior to Perdomo’s scheduled 

foreclosure sale. As noted, prior to the filing of its Chapter 11 Case, Debtor 5823 had fallen behind 

on payments to Perdomo after its property had ceased generating income due to tenant income loss 

resulting from the COVID-19 pandemic and the failure of an investor, the principal of LH Gateway,

to raise and invest sufficient funds to complete certain renovations, as had been promised. An 

Order granting joint administration of Debtor 5823 with the other Debtors was entered by the 

Bankruptcy Court on June 21, 2022 [ECF 6 in Case No. 22-14767-RAM].

The Plan. The Plan provides for payment in full to Class 1, LH Gateway, pursuant to the 

terms of the foreclosure judgment assigned to it by Chemtov and with interest as provided in that 

judgment, in full and complete discharge and resolution of its Allowed Claims against the Little 

Haiti Debtors assigned to it by Chemtov. With accrued interest as set forth in the Chemtov 

foreclosure judgment, LH Gateway’s claim as of the date of the Confirmation Hearing is estimated 

to be $8,856,991.33. Additional per diem interest through the Effective Date will be calculated and 

paid on that date. Upon payment to LH Gateway on the Effective Date, , its entire Claim will be 

fully discharged; it will not have a residual or separate deficiency claim; it will not have a residual 

or separate unsecured claim; and as a result of the full satisfaction of the debt, it will not have a 

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AARONSON SCHANTZ BEILEY P.A. | 2 S. BISCAYNE BOULEVARD, SUITE 3450 | MIAMI, FLORIDA 33131 | TEL 786.594.3000 | FAX 305.424.9336

residual or third-party guarantee claim. Because LH Gateway, Class 1, will be paid in full with 

interest, Class 1 is Unimpaired and deemed to have accepted this Plan.

The Plan also provides for a payment to Class 7, G. Shores, of $1,061,867.11, the full 

amount of the G Shores Judgment plus attorney fees as separately awarded by the state court, plus 

interest to the Effective Date at the per diem interest rate established in the G Shores Judgment, in 

full and complete discharge and resolution of its Allowed Claim. Upon payment, its entire Claim 

will be fully satisfied and discharged. It will not have a residual or separate deficiency claim; it will 

not have a residual or separate unsecured claim; and because it will be fully satisfied and discharged, 

it will no longer retain a third-party guarantee claim. Because G Shores, Class 7, will be paid in 

full with interest, Class 7 is Unimpaired and deemed to have accepted this Plan.

The Plan also provides for a contingent payment to Class 8, Carlton Fields. Carlton Fields 

was granted a second mortgage on Debtor 6229 Property for legal fees in connection with certain 

state litigation not involving the Debtors. The Carlton Fields Class 8 Claim is disputed. The Debtors 

believe that Carlton Fields provided grossly inadequate legal services to the non-Debtors resulting 

in an adverse judgment, which was appealed pre-petition, and which resulted pre-petition in a 

malpractice action being filed against Carlton Fields by non-Debtors.

The Carlton Fields mortgage has a provision providing for the release of the mortgage and 

the outstanding amount of principal and interest in the event of a sale of Debtor 6229 Property to the 

extent that the net proceeds are insufficient to satisfy the mortgage. In the event that the sale price 

is deemed to exceed the first mortgage on the Debtor 6229 Property, the net proceeds will be paid to 

Class 8 only upon the final resolution of both: (i) the pending appeal in the Third District Court of 

Appeal, in Case no. 3D21-0826 (the “Appeal”) if the appeal is successful; and (ii) the pending legal 

malpractice case against Carlton Fields in Miami-Dade County Circuit Court, case no. 2022-000785, 

if it is determined that Carlton Fields was not professionally negligent. To the extent that the Class 

8 Claim is determined to have value upon the sale of the Debtor 6229 Property pursuant to this Plan, 

and it is Allowed pursuant to the outcome of the Appeal and the legal malpractice case, Class 8 will 

be paid the allowed amount of its claim in full at that time. Class 8 will not be paid on the Effective 

Date.

The Plan also provides for a payment to Class 9, G. Shores, of $844,938.18, the full amount 

of the Perdomo Judgment, plus interest to the Effective Date at the per diem interest rate established 

in the Perdomo Judgment, in full and complete discharge and resolution of its Allowed Claim. 

Upon payment, its entire Claim will be fully satisfied and discharged. It will not have a residual or 

separate deficiency claim; it will not have a residual or separate unsecured claim; and because it 

will be fully satisfied and discharged, it will no longer retain a third-party guarantee claim.

The Plan further provides for the payment in full of all Allowed Secured Claims for real 

estate taxes, including the claims of Tax Certificate Holders, as well as all Allowed Priority Claims

(arising primarily from Sales and Use Taxes) and all Allowed Unsecured Claims, including federal 

judgment rate interest on those claims from the Petition Date. As noted above, Carlton Fields will 

receive no payments under the Plan on the Effective Date in connection with its contingent Secured 

Claim and will be paid only if there are sale proceeds of Debtor Property 6229 in excess of the first 

mortgage and outstanding property taxes, and either the pending appeal in Case no. 3D21-0826 (the 

“Appeal”) is determined in favor of the judgment debtors or (ii) the pending legal malpractice case 

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against Carlton Fields in Miami-Dade County Circuit Court, Case no. 2022-000785, is resolved in 

favor of Carlton Fields. 

The Priority Claims of the Debtors total approximately $20,000.00 and are comprised 

primarily of unpaid sales taxes owed to the Florida Department of Revenue, and unpaid business 

taxes owed to the Miami-Dade County Tax Collector. 

The combined Unsecured Claims of the Debtors total approximately $400,000.00, and all 

Allowed Unsecured Claims will be paid in full, with interest, on the Petition Date. The Unsecured 

Claims are comprised primarily of unpaid legal fees, 1099 wages to Mr. Kauderer’s assistant who 

helps manage, and other workers who help maintain, the Debtor Properties, vendors that have 

provided services to the Debtor Properties, and various fees owed to the City of Miami.

The Plan provides for full payment (with interest) of all debt (except disputed, contingent 

and unliquidated Class 8) of all Debtors on the Effective Date as follows. The Plan is deemed 

substantially consummated upon the Effective Date payment of all the Debtors’ estimated debts as 

follows:

Anticipated Chapter 11 Debt

Administrative - ASBPA 250,000.00

Administrative - U.S. Trustee 55,000.00

LH Gateway 8,856,991.33

G Shores 1,061,867.11

Perdomo 844,938.18

Other Secured Creditors 400,000.00

Priority Claims 20,000.00

Unsecured Claims 400,000.00

Total 11, 888,796.62

ARTICLE VI: PLAN IMPLEMENTATION

All Allowed Creditors with Allowed Claims, and all Allowed Administrative Expenses, will 

be paid in full, with accrued per diem interest through the Effective Date, from the proceeds of the 

Purchase Transaction. Class 8, which is disputed, will be paid, if at all, as set forth above. The 

consideration involved in the Purchase Transaction shall be adjusted up or down so as to cover 

100% of the allowed creditors in this case. The purchase price involved in the transaction shall be 

allocated as follows:

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Debtor Agreed Purchase Price

6200 NE 2ND AVENUE 3,928,796.62

The purchase price of this property 

will be adjusted to conform to the 

funds needed to substantially 

consummate the Plan.

5911 NE 2ND AVENUE 995,000.00

5901 NE 2ND AVENUE 995,000.00

5900 NE 2ND AVENUE 995,000.00

5700 NE 2ND AVENUE 995,000.00

5524 NE 2ND AVENUE 995,000.00

175 NE 55TH STREET 995,000.00

6229 NE 2ND AVENUE 995,000.00

5823 NE 2ND AVENUE 995,000.00

TOTAL 11, 888,796.62

Pursuant to the Purchase Transaction and 11 U.S.C.§ 1123(b)(4), the Debtors will sell all 

the Debtors’ Properties to LH OP Zone Investors, LLC (“LOZ”) as follows and the proceeds of the 

sale will be allocated and distributed to Allowed Creditors under the Plan on the Effective Date. 

Pursuant to the Purchase Transaction, the proceeds will equal or exceed the amount of funds 

necessary to fund all distributions required by th Plan to all Allowed Creditors (except Class 8 as 

described herein). The table above represents the amounts of the Claims that will be satisfied by 

the Purchase Transaction. 

Pursuant to the Purchase Transaction, the proceeds will equal or exceed the amount of 

funds necessary to fund all distributions required by this Plan to all Allowed Creditors. The sale 

price may be adjusted in order to satisfy the total Allowed Claims in this Case. To the extent that 

the total purchase price, based on the Purchase Transaction Closing statement, is adjusted upward 

or downward, the difference in amounts will be absorbed in the 6200 NE 2ND Avenue, LLC case. 

The Plan is deemed substantially consummated upon the payment of all the Little Haiti Debtors’ 

debts.

Fifty percent (50%) of the Purchaser is owned by a group of third-party investors none of 

whom have any relationship to any of the Debtors or any of the Debtors’ owners, directly or 

indirectly. The other fifty percent (50%) of the Purchaser is owned by Miami Investments IV, LLC, 

(“MI IV”) a Delaware limited liability company. About 80% of MI IV is owned by the same family 

trust which is a part owner of LHDP. The family trust was settled in 2016 by Mallory Kauderer and 

his wife, is controlled by Mallory Kauderer and his wife as joint tenants by the entirety and is 

substantially for the benefit of Mallory Kauderer and his wife as joint tenants by the entirety.

The Purchase Transaction will be in accord with 11 U.S.C.§ 363(f) and the Debtor 

Properties will be sold free and clear of all liens, claims, encumbrances and interests (but subject to 

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encumbrances, easements and restrictions of record and taxes accruing subsequent to 2021), with 

all liens, claims, encumbrances and interests to attach to proceeds. Pursuant to the terms of the 

Purchase Transaction, the proceeds will equal or exceed the amount of funds necessary to fund and 

substantially consummate this Plan. 

Further, the Purchase Transaction authorized under this Plan shall be pursuant to 11 U.S.C. 

§ 1146 which provides that the transfer of the Debtor Properties will not be taxed under any law 

imposing a stamp tax or similar recording tax.

ARTICLE VII: CLASS TREATMENT

The Plan itself should be referred to for its specific content. The treatment of Creditors is 

repeated herein for ease of reference, but the complete Plan will provide the definitive statement 

for Creditors.

On the Effective Date, the Plan provides for: (1) payment of all administrative debt; (2) 

payment of $8,856,991.33 to LH Gateway, with interest as provided in the Chemtov Foreclosure 

Judgment, in full satisfaction and discharge LH Gateway’s Allowed Secured Claim; (3) payment 

to G Shores of $1,061,867.11, plus interest as provided in the G Shores Foreclosure Judgment and 

subsequently awarded attorney fees, in full satisfaction and discharge of G Shore’s Allowed 

Secured Claim; (4) payment to Perdomo of $844,938.18, plus interest as provided in the Perdomo 

Foreclosure Judgment, in full satisfaction and discharge of Perdomo’s Allowed Secured Claim; (5) 

payment in full of all Allowed Secured Claims of Miami-Dade County Tax Collector and Tax 

Certificate Holders for real estate taxes owed on the Little Haiti Debtor Properties; (6) payment in 

full of all Allowed Priority Claims of the Little Haiti Debtors; and (7) payment in full of Allowed 

General Unsecured Claims of the Little Haiti Debtors. Interest on all Claim amounts will be 

calculated to the Effective Date. All Allowed Claims against Debtors 6229 and 5823 other than G 

Shores and Perdomo will be paid in full on a date to be established in the Confirmation Order or 

other Order of the Court after the Claims Bar Date and Claims Objection Date established for 

creditors of Debtor 6229 and Debtor 5823 have passed.

The following is the treatment of all Classes in the Plan:

Classification Claim Amount Treatment

Class 1:

Allowed Secured 

Claims of LH

Gateway

With interest, 

approximately 

$8,856,991.33

Class 1 has a first lien (subject to tax liens and 

tax certificates) on the Little Haiti Debtor 

Properties. Class 1 will receive full payment 

pursuant to the terms of its foreclosure 

judgment assigned to it by Chemtov, with 

interest as provided in that judgment to the 

Effective Date. This payment to LH Gateway 

will be in complete discharge and satisfaction 

of its Class 1 Claim. Upon payment, its entire 

Claim will be fully satisfied and discharged. It 

will not have a residual or separate deficiency 

claim; it will not have a residual or separate 

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unsecured claim; and because it will be fully 

satisfied and discharged, it will no longer retain 

a third-party guarantee claim. Further, because 

this Class will be paid in full with interest, 

Class 1 is unimpaired and deemed to have 

accepted this Plan.

Class 2:

Allowed Secured 

Claims of Tax 

Certificate Holders 

and Claims for Real 

Estate Taxes

Approximately 

$400,000.00

Allowed Claims of Class 2 shall be paid in full, 

with all accumulated interest, on the Effective 

Date. Further, because this Class will be paid in 

full with interest, Class 2 is unimpaired and 

deemed to have accepted this Plan.

Class 3:

Allowed Priority

Claims

Approximately 

$20,000.00

Allowed Claims of Class 3 (other than Class 3 

Claims of Debtors 6229 and 5823) shall be paid 

in full on the Effective Date. Class 3 Allowed 

Claims of Debtors 6229 and 5823 will be paid 

in full, with federal judgment rate interest from 

the Petition Date, by a date set by the Court 

after the Claims Bar Date (6229 & 5823) and 

Claims Objection Date have passed and all 

Claims of Debtors 6229 and 5823 have been 

resolved. Further, because this Class will be 

paid in full with interest, Class 3 is unimpaired 

and deemed to have accepted this Plan.

Class 4:

Internal Revenue 

Service

Debtors are 

unaware of any 

federal tax claims.

The Debtors are “disregarded entities” under 

the tax code, and federal taxes are the 

responsibility of Debtors’ parent.

Class 5:

Allowed Unsecured 

Claims

Approximately

$400,000.00

Allowed Claims of Class 5 (other than Class 5 

Claims of Debtors 6229 and 5823) shall be paid 

in full (including federal judgment rate interest 

from the Petition Date) on the Effective Date. 

Class 5 Allowed Claims of Debtors 6229 and 

5823 will be paid in full, with federal judgment 

rate interest from the Petition Date, by a date set 

by the Court after the Claims Bar Date (6229 & 

5823) and Claims Objection Date have passed 

and all Claims of Debtors 6229 and 5823 have 

been resolved. Further, because this Class will 

be paid in full with interest, Class 5 is 

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unimpaired and deemed to have accepted this 

Plan.

Class 6:

Equity

On the Effective Date, the Equity Interests of 

the existing Equity Owners will be eliminated. 

All the Debtor Properties will be sold pursuant 

to the Purchase Transaction, and the proceeds 

of sale are devoted to the payment of Allowed 

Creditors under this Plan.

Class 7:

Allowed Secured 

Claim of G Shores

$1,061,867.11, plus 

interest

Class 7 has a first lien (subject to tax liens and 

tax certificates) on Debtor 6229 Property. Class 

7 will receive full payment plus interest and 

attorney fees as provided in the G Shores 

Foreclosure Judgment and subsequent state court 

order. Pursuant to a rent Order entered in the 

foreclosure case, Class 7 has received monthly 

payments of approximately $900.00 a month for 

approximately 9 months. These payments, and 

any other payments received by Class 7 shall be 

credited to the payment to Class 7. The payment 

to Class 7 shall be in full and complete 

resolution of its Class 7 Claim. Upon payment, 

its entire Claim will be fully satisfied and 

discharged. It will not have a residual or separate 

deficiency claim; it will not have a residual or 

separate unsecured claim; and because it will be 

fully satisfied and discharged, it will no longer 

retain a third-party guarantee claim. Further, 

because this Class will be paid in full with 

interest, Class 7 is unimpaired and deemed to 

have accepted this Plan.

Class 8:

Secured Claim of 

Carlton Fields, P.A.

$600,000.00 In order to secure payment of then owing and 

future attorney fees by the Debtor’s principal 

Mr. Kauderer, Class 8 was granted a 

promissory note and second mortgage on the 

Debtor 6229. The Class 8 mortgage has a 

provision providing for the release of the 

mortgage and the outstanding amount of 

principal and accrued interest in the event of a 

sale of the 6229 Property to the extent that the 

net proceeds are insufficient to satisfy the 

mortgage. As well, Mr. Kauderer has filed suit 

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against Class 8 alleging that Carlton Fields 

committed malpractice in connection with its 

failed and inadequate representation in a lawsuit 

filed by Kevter, Inc., which resulted in the entry 

of judgment against him for in excess of $3.0 

million. Mr. Kauderer took an appeal of that 

judgment. Accordingly, Class 8 will be paid 

only upon the final resolution of: (i) the pending 

appeal in the Third District Court of Appeal, in 

Case no. 3D21-0826 (the “Kevter Appeal”) and 

the underlying judgment is reversed; or (ii) in 

the pending legal malpractice case against 

Carlton Fields in Miami-Dade County Circuit 

Court, Case No. 2022-000785, it is determined 

that Carlton Fields was not professionally 

negligent. In either such instance, the amount to 

be paid will be equal to the proceeds of sale of 

Debtor 6229 Property in excess of the prior tax 

liens and the mortgage lien of Class 7 G Shores.

Accordingly, subject to the foregoing, Class 8 

will be paid at that time whatever amount is due 

under its documents for actual professional 

services rendered, if any. To the extent that this 

treatment is deemed to impair the treatment of 

Class 8, it will be provided a letter of credit or 

other collateral satisfactory to Class 8 pending 

resolution of the conditions set forth above. 

Class 9:

Allowed Secured 

Claims of Perdomo

844,938.18, plus 

interest

Class 9 has a first lien (subject to tax liens and 

tax certificates) on Debtor 5823 Properties. 

Class 9 will receive full payment plus interest

and attorney fees as provided in the Perdomo 

Judgment, in full and complete resolution of its 

Class 9 Claim. Upon payment, its entire Claim 

will be fully satisfied and discharged. It will not 

have a residual or separate deficiency claim; it 

will not have a residual or separate unsecured 

claim; and because it will be fully satisfied and 

discharged, it will no longer retain a third-party 

guarantee claim. Further, because this Class will 

be paid in full with interest, Class 9 is 

unimpaired and deemed to have accepted this 

Plan.

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ARTICLE VIII: EFFECTIVENESS OF THE PLAN

A. Conditions Precedent

The Plan shall not become effective unless and until each of the following conditions shall

have been satisfied in full or waived in accordance with the provisions specified below:

1. Entry of Order Approving the Purchase Transaction. The Court shall have entered an order 

approving the Purchase Transaction between the Debtors and LH OP Zone Investors, LLC.

2. Entry of Confirmation Order. The Court shall have entered the Confirmation Order 

confirming and approving the Plan in all respects by the Confirmation Date and the 

Confirmation Order has become a Final Order.

3. Waiver of Deadlines or Other Conditions. As contemplated by the definition of 

Confirmation Date and Effective Date herein, the deadlines set forth above may be extended 

(if necessary) or as may be necessary to reasonably accommodate the Court's Calendar.

B. Default Remedies

Under the Plan, the Reorganized Debtors are required to make distributions to Creditors 

holding Allowed Claims on the Effective Date. After the Effective Date, the Bankruptcy Cases

will be closed. 

If the Reorganized Debtors fail to perform as required by this Plan (even if such failure is 

due to a breach of the Purchase Agreement by LOZ, including failure to fund the Plan), the 

Reorganized Debtors shall be in default. In the event of an Alleged Default, an affected Creditor 

shall provide written notice to the Reorganized Debtors and the Reorganized Debtors shall have 

twenty (20) days thereafter to cure or dispute the Alleged Default. If the Reorganized Debtors fail 

to cure or dispute the Alleged Default within the twenty (20) day period, it shall be deemed a Default 

Event and the discharge and the injunctive provisions of this Plan will no longer be applicable to 

this Creditor, and the Creditor may proceed to enforce its rights under state law, without further 

order of this Court, including, for example, by setting a foreclosure sale of the Debtor Properties 

without the need to first obtain a stay relief order from the Court. If there is a dispute as to whether 

a Default Event has occurred, such dispute may be resolved by the Court on short notice.

ARTICLE IX: CLAIMS BAR DATE

A. Claims Bar Date

The Claims Bar Date for the Little Haiti Debtors was previously set by the Court as March 

29, 2022, and for governmental units, July 18, 2022. The Debtors anticipate asking the Court to set 

a separate Claims Bar Date for Debtors 6229 and 5823, including both governmental and nongovernmental claimants, in the Confirmation Order or other Court Order, along with a separate 

Claims Objection Date for Debtors 6229 and 5823 to file objections to such timely filed claims.

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ARTICLE X: THIRD-PARTY RELEASES

A. Third Party Releases

Except for Class 8, which may not be paid under its own documents, all the Little Haiti 

Debtors’ debts will be paid in full. Because all debt will be fully satisfied, the guarantees of Debtors’ 

principal manager, Mallory Kauderer, will no longer be valid and enforceable.

ARTICLE XI: ACCEPTANCE OR REJECTION OF THE PLAN

A. Voting Classes

Unless otherwise ordered by the Court, no Classes are Impaired under the Plan and therefore 

no voting to accept or reject the Plan will be required. All Unimpaired Classes are deemed to have 

accepted the Plan.

Any holder of a Contested Claim or interest whose Claim or interest is objected to by the 

Debtors or other person qualified to object shall not have the right to vote to accept or reject the 

Plan until the Contested Claim or interest is resolved unless the holder of such Contested Claim or 

interest requests an order from the Court pursuant to applicable Bankruptcy Rules temporarily 

allowing such Contested Claim or interest for voting purposes. Any Ballot received from any such 

holder of a Contested Claim or interest shall not be considered in determining whether the Plan has 

been accepted by a particular Impaired Class of Claims or Interests.

B. Acceptance by Impaired Classes

An Impaired Class of Claims shall have accepted the Plan if (1) the holders (other than

holders designated under section 1126(e) of the Bankruptcy Code) of at least two-thirds in amount

of the Allowed Claims voting in such Class vote to accept the Plan, and (2) more than one-half of 

those voting (other than holders designated under section 1126(e) of the Bankruptcy Code) vote to 

accept the Plan.

ARTICLE XII: CONFIRMATION OF THE PLAN

The Debtor believes that the Plan satisfies all of the requirements for confirmation.

A. General Confirmation Requirements

Section 1129(a) of the Bankruptcy Code requires that a plan be proposed in good faith, that

there be disclosed certain information regarding payment made or promised to be made to insiders,

and that the plan comply with the applicable provisions of chapter 11. The Debtors believe that they 

have complied with these provisions. Section 1121(a) of the Bankruptcy Code. also requires that 

at least one impaired class accept the plan and that confirmation of the plan will likely not be 

followed by the need for further financial reorganization. As indicated, because all creditors will be 

paid in full under the Plan (and Chemtov will be paid the Chemtov Settlement), the creditors are 

not impaired and deemed to have accepted the Plan. 

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B. Best Interest Test

Each holder of a Claim or Interest in an Impaired Class must either: (I) accept the Plan or

(ii) receive or retain under the Plan cash or property of a value, as of the Effective Date of the Plan,

that is not less than the value that the holder would receive or retain if the Debtor was liquidated

under chapter 7 of the Bankruptcy Code. The Bankruptcy Court will determine whether the Cash

paid under the Plan to each Class equals or exceeds the value that would be allocated to the holders

in a liquidation under chapter 7 of the Bankruptcy Code (the "Best Interest Test"). The Best Interest

Test requires the Bankruptcy Court to find the Plan provides each member of each Impaired Class

a recovery having a value at least equal to that which each such Class member would receive if the

Debtor were liquidated under Chapter 7 of the Bankruptcy Code. As illustrated by the Liquidation

Analysis, the Debtors believe that the Plan meets the Best Interests Test. And again, since creditors 

are being paid in full, the best interests test is ipso facto, satisfied.

C. Classification of Claims and Interests

The Bankruptcy Code requires that a plan of reorganization place each creditor's claim and

each equity security holder's interest in a class with other claims and interests that are "substantially

similar." The Debtors believe the Plan meets the classification requirements of the Code.

D. Confirmation Hearing

The Bankruptcy Code requires that the Bankruptcy Court, after notice, hold a hearing on 

the confirmation of the Plan. The Confirmation Hearing currently is scheduled for July 14, 2022. 

The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without 

further notice except for an announcement of the adjourned date made at the Confirmation Hearing. 

Any objection to confirmation must be made timely in writing, filed with the Bankruptcy Court and 

served upon the following parties:

Geoffrey S. Aaronson, Esq.

Tamara D. McKeown, Esq.

One Biscayne Tower, Suite 3450

2 S. Biscayne Boulevard

Miami, Florida 33131

Tel. 786.594.3000

Fax 305.424.9336

gaaronson@aspalaw.com

tmckeown@aspalaw.com

E. Financial Feasibility

The Bankruptcy Code requires that, in order to confirm a plan, the Court must find that

confirmation of the plan is not likely to be followed by liquidation or the need for further financial

reorganization of the Debtor ("Feasibility Test"). For a plan to meet the Feasibility Test, the Court

must find that the Debtors’ Estates and the Reorganized Debtors will possess the capital and other

resources necessary to meet their respective obligations under the Plan. The Debtors believe that 

following confirmation of the Plan, the Reorganized Debtors will be able to perform their

obligations under the Plan without the need for further liquidation or financial reorganization. As 

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stated in the Summary of the Plan, the Purchase Transaction will provide sufficient income to fund 

the Plan.

F. Nonconsensual Confirmation (Cramdown)

If any impaired Class of Claims votes not to accept or is deemed not to have accepted the 

Plan, the Plan can be confirmed in accordance with Section 1129(b) of the Code (the so-called 

"Cramdown" provisions.) In such event, if the plan does not discriminate unfairly, and is fair and 

equitable, with respect to such class of claims, it may be confirmed. 

A plan does not discriminate unfairly and is fair and equitable with respect to a rejecting 

class if the plan provides (a) that the class will receive on account of such claim property of a value, 

as of the effective date of the plan, that is not less than the amount that such holder would so receive 

or retain if the debtor were liquidated under chapter 7 of this title on such date (the “Liquidation 

Test”); and (b) the holder of any claim or interest that is junior to the claims of such class will not 

receive or retain under the plan on account of such junior claim or interest, any property (the 

“Absolute Priority Test”).

There are no Impaired Classes under the Plan. The only Class not being paid in full through 

the Purchase Transaction is Class 8, which Claim is disputed, contingent and conditional on (a) the 

sale price of Debtor 6229 Property; (b) the future outcome of the Case No. 2022-000785 in the 

Third District Court of Appeal; and (c) the future outcome of the malpractice claim against Class 

8, Miami-Dade County Circuit Court case no. 2022-000785, all as described in Article V above. 

G. Liquidation Test

A Chapter 11 Plan requires that that all creditors receive, as of the effective date of the plan, 

not less than the amount such creditor would receive or retain if the debtor were liquidated under 

chapter 7 of this title on such date

In this case, in a liquidation, Classes 1, 7 and 9 would be permitted to foreclose subject to 

tax liens and tax certificates; and it is unlikely that any surplus funds would remain to pay any 

Priority or Unsecured Creditors. Class 8 likely would receive no surplus payment after a 

foreclosure on Debtor 6229 Property. Moreover, due to the pending appeal and malpractice 

litigation, a trustee would likely view the Class 8 claim in the same manner as Debtor 6229 does 

and await the results of the appeal and the malpractice action before a Claim by Class 8 would be 

paid.

In addition, the treatment of Class 8 in this case meets the Absolute Priority Test. If Class 

8’s claim ultimately is allowed, it would be paid in full.

ARTICLE XIII: BINDING EFFECT OF PLAN

The provisions of the confirmed Plan shall bind the Debtors and all Creditors of the Debtors. 

Accordingly, upon confirmation, the Debtors shall be bound to make all payments required by the 

confirmed Plan in a timely fashion, and the Creditors shall be bound to accept all payments required 

by the Plan. In the event of a default under the Plan, the Creditors may enforce all payment 

provisions of the confirmed Plan.

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ARTICLE XIV: EXECUTORY CONTRACTS AND UNEXPIRED LEASES

All executory contracts and unexpired leases shall be assumed. To the best of the 

knowledge of the Debtors, these contracts and leases are current and remain in effect and shall be 

paid in accordance with their provisions on a current basis.

ARTICLE XV: RISKS OF THE PLAN

The Plan is predicated on the closing of the Purchase Transaction that will fund the Plan. 

Should an unforeseen event cause LOZ, the Purchaser, or the Debtors, to be unable to close the 

Purchase Transaction, the Debtors would be required to find another purchaser for the Debtor 

Properties or a similar transaction to fund a Plan or risk the loss of the Debtor Properties to LH 

Gateway, G Shores and Perdomo in foreclosure sales.

ARTICLE XVI: LIQUIDATION ANALYSIS

As indicated above, in liquidation, if there were no confirmed Plan, LH Gateway, G Shores 

and Perdomo would reschedule their respective foreclosure sales of the Debtor Properties and 

would foreclose upon the Debtor Properties subject only to unpaid property taxes. In such instance, 

it is unlikely that a foreclosure sale would result in excess funds that would be available to pay any 

creditors other than the secured mortgage creditors. 

ARTICLE XVII: INQUIRIES

Please address all inquiries concerning the Debtor, the Plan, this Disclosure Statement in

support of the Plan, and voting to Debtors’ Attorneys:

Geoffrey S. Aaronson, Esq.

Tamara D. McKeown, Esq.

One Biscayne Tower, Suite 3450

2 S. Biscayne Boulevard

Miami, Florida 33131

Tel. 786.594.3000

Fax 305.424.9336

gaaronson@aspalaw.com

tmckeown@aspalaw.com

ARTICLE XVIII: MISCELLANEOUS

A. Third Party Releases 

All the Debtors’ debts will be paid in full, with interest. Because the three secured mortgage 

creditors, LH Gateway, G Shores and Perdomo, are being paid in full, with interest pursuant to their 

respective foreclosure judgments, the guarantees of Debtors’ principal manager, Mallory Kauderer, 

to Chemtov (now LH Gateway), G Shores and Perdomo, will no longer be valid or enforceable. In 

the case of Carlton Fields, its disputed, contingent and unliquidated claim, if ultimately allowed, 

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will be paid in full at that time and will result in no further claim by Carlton Fields against Mr. 

Kauderer.

B. Special Tax Provisions

Under Section 1146 of the Bankruptcy Code, the issuance, transfer, or exchange of a 

security, or the making or delivery of an instrument of transfer under a plan confirmed under 

Chapter 11 of the Code, may not be taxed under any law imposing a stamp tax or similar tax. 

Accordingly, there shall be no Florida documentary stamp taxes on the sale of the Debtor Properties 

pursuant to the Purchase Transaction, nor shall there be any Florida intangible taxes on the Purchase 

Transaction.

C. Retention of Causes of Action

The Reorganized Debtors specifically retain all pre-petition causes of action they had prior 

to the Petition Date, including but not limited to any claims it may have against Little Haiti Gateway 

Development LLC and James Goldstein, Kevter, Inc. and Carlton Fields, P.A.

D. Existing Organizational Documents. 

The Debtors’ existing organizational documents shall not be amended, modified or changed 

in any respect that would affect the Distributions required by this Plan. The equity ownership of the 

Debtors is unchanged by the terms of the Plan, but the Purchase Transaction will result in the 

Debtors owning no real properties.

E. Headings.

Headings are used in the Plan and this Disclosure Statement for convenience and reference 

only and shall not constitute a part of the Plan or this Disclosure Statement for any purpose.

F. Binding Effect.

The Plan shall be binding on and inure to the benefit of the Debtors, Reorganized Debtors, 

and all of the holders of Claims and Interests and their respective successors and assigns.

G. Discharge. 

As of the Effective Date, the Little Haiti Debtors shall be discharged. The holders of claims 

against the Little Haiti Debtors shall be precluded forever from asserting against the Little Haiti 

Debtors’ estates, the Little Haiti Debtors or their assets, any other or further liabilities, liens, 

obligation, claims or equity interest, arising or existing prior to the Effective Date, that were or 

could have been the subject of any Claim, whether or not Allowed. As of the Effective Date, the 

Little Haiti Debtors shall be discharged, and shall hold the assets received or retained by and 

pursuant to the Plan, free and clear of all liabilities, liens, claims and obligations or other claims of 

any nature against the Debtors or their estates, except those duties and obligations created by the 

Plan. Other than G Shores and Perdomo, with respect to Debtor 6229 and Debtor 5823, Debtors 

6229 and 5823 shall be discharged only upon payment to their creditors after the Effective Date.

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H. Injunction. 

In accordance with section 524 of the Bankruptcy Code and section 105(a) of the 

Bankruptcy Code, the discharge provided by this Plan and section 1141 of the Bankruptcy Code,

and the injunction issued pursuant to this Plan and the Court’s powers under section 105(a) among

other things, acts as a permanent injunction against the commencement or continuation of any 

action, employment of process or act to collect, offset or recover the Claims or Interests against the 

Little Haiti Debtors. All Classes, and the members thereof, all Creditors and all Interested Parties 

shall be bound by this injunction pursuant to both 524(a) and 105(a). 

I. Exculpation. 

Except as otherwise specifically provided herein, the Debtors, their officers, directors,

members, managers, employees, representatives, attorneys, financial advisors, agents, affiliates, or 

any of such parties' successors and assigns, shall not have or incur, and are hereby released from, 

any claim, obligation, cause of action or liability to one another or to any holder of a Claim or an 

interest, or any other party in interest, or any of their respective officers, directors, employees, 

representatives, attorneys, financial advisors, partners, members of partners, managers or members 

of partners, or agents, or affiliates, or any of such parties' successors and assigns, for any act or 

omission in connection with the preparation of this Plan, and/or relating to the administration of 

this case, the pursuit of Confirmation of the Plan, or the distributions under the Plan, except for 

their willful misconduct, bad faith, breach of fiduciary duty or gross negligence, or malpractice,

and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to 

their duties and responsibilities under this Plan.

J. Withdrawal of the Plan

The Debtors reserve the right, at any time prior to the substantial consummation of the Plan, 

to revoke or withdraw the Plan. If the Plan is revoked or withdrawn or if Confirmation order is not 

entered, the Plan shall be null and void and have no force and effect. In such event, nothing 

contained herein shall be deemed to constitute a waiver or release of any claims or interests by or 

against the Debtors or any other Person, constitute an admission of any fact or legal conclusion by 

the Debtors or any other Person, or to prejudice in any manner the rights of the Debtors or any other 

Person in any further proceedings involving the Debtors.

K. Modifications of Plan and Related Documents.

Debtors reserves the right, in accordance with the Bankruptcy Code, to amend or modify 

the Plan or this Disclosure Statement in any manner necessary prior to entry of the Confirmation 

Order. After entry of the Confirmation Order, the Debtor may: (1) amend or modify the Plan and 

documents related thereto in accordance with, and to the extent permitted by, section 1127(b) of 

Bankruptcy Code and Bankruptcy Rule 3019, or (2) remedy any defect or omission or reconcile 

any inconsistency in the Plan or this Disclosure Statement in such manner as may be necessary to 

carry out the purpose and intent of the Plan.

L. Filing or Execution of Additional Documents.

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On or before the Effective Date, the Debtors and the Purchaser shall file with the Court or 

execute, as appropriate, such agreements and other documents as may be necessary or appropriate 

to effectuate and further evidence the terms and conditions of the Plan.

M. Severability of Plan Provisions

If any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or

unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or

provision to make it valid or enforceable to the maximum extent practicable, consistent with the

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

or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding,

alteration or interpretation, the remainder of the terms and provisions of the Plan shall remain in 

full force and effect and shall in no way be affected, impaired or invalidated by such holding, 

alteration or interpretation. The Confirmation Order shall constitute a judicial determination and 

shall provide that each term and provision of the Plan, as it may have been altered or interpreted in 

accordance with the foregoing, is valid and enforceable pursuant to its terms.

N. Governing Law

EXCEPT TO THE EXTENT THAT THE BANKRUPTCY CODE OR 

BANKRUPTCY RULES OR OTHER FEDERAL LAWS ARE APPLICABLE, AND 

SUBJECT TO THE PROVISIONS OF ANY CONTRACT, INSTRUMENT, RELEASE, 

INDENTURE OR OTHER AGREEMENT OR DOCUMENT ENTERED INTO IN 

CONNECTION WITH THE PLAN, INCLUDING, WITHOUT LIMITATION, THE PLAN 

DOCUMENTS, THE CONSTRUCTION, IMPLEMENTATION AND ENFORCEMENT 

OF THE PLAN AND ALL RIGHTS AND OBLIGATIONS ARISING UNDER THE PLAN 

SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE 

WITH, THE BANKRUPTCY CODE AND THE LAWS OF THE STATE OF FLORIDA, 

WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD 

APPLY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF FLORIDA OR 

THE UNITED STATES OF AMERICA.

O. Notices.

All notices, requests and demands and other communications to or upon the Debtors,

including any objections to the Disclosure Statement, shall be in writing and shall be delivered in 

person or by courier, U.S. Mail (postage prepaid) or by facsimile transmission to:

For the Debtors:

By U.S. Mail to:

Mallory Kauderer

300 N.E. 71st Street

Miami, FL 33138

With copies by U.S. Mail and by Email to:

Geoffrey S. Aaronson, Esq.

Tamara D. McKeown, Esq.

One Biscayne Tower, Suite 3450

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2 S. Biscayne Boulevard

Miami, Florida 33131

Tel. 786.594.3000

Fax 305.424.9336

gaaronson@aspalaw.com

tmckeown@aspalaw.com

P. Administrative Closing of Case

Upon substantial consummation of the Plan, including payment of all Allowed Claims of 

Debtors 6229 and 5823, the then-Reorganized Debtors will file a Final Report and seek Final 

Decrees Closing these cases.

ARTICLE XIX: CONCLUSION

Wherefore, for the reasons set forth herein, the Debtors respectfully request that all 

Creditors review the Plan and this Disclosure Statement and consider whether the Plan is fair and 

equitable. 

Respectfully submitted,

Dated: July 2, 2022.

Jointly Administered Debtors

s/ Mallory Kauderer

Mallory Kauderer, Manager

Aaronson Schantz Beiley P.A.

s/ Geoffrey S Aaronson

Geoffrey S. Aaronson

Florida Bar No. 349623

Tamara D. McKeown, Esq.

Florida Bar No. 773247

One Biscayne Tower, Suite 3450

2 S. Biscayne Boulevard

Miami, Florida 33131

Tel. 786.594.3000

Fax 305.424.9336

gaaronson@aspalaw.com

tmckeown@aspalaw.com

Attorneys for Jointly Administered Debtors

Case 22-10385-RAM Doc 164 Filed 07/02/22 Page 32 of 32