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July 29, 2014

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Fontainebleau developers: Design change could help costs

Bankruptcy court filing indicates Miami developer could add money to project

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Developers of the idled Fontainebleau resort in Las Vegas are hinting at a couple of strategies to help get the project back on track -- and keep them in control of the development.

In a filing Thursday in Miami's bankruptcy court, Fontainebleau Las Vegas Holdings LLC and affiliated companies revealed they are considering design changes to the $2.9 billion resort to contain its soaring construction costs.

Fontainebleau has not revealed how much costs have surpassed its development budget and has referred to the resort as being a $2.9 billion property. But lenders say they've been told by Fontainebleau the financing cost alone is approaching $3.175 billion -- and that doesn't count the initial equity investments.

Fontainebleau also disclosed in the filing that Miami developer Jeffrey Soffer, who controls the Fontainebleau companies, may provide more financing for the project to help get it back on track.

A request for comment was left Monday with officials at Fontainebleau regarding potential design changes; as well as the potential additional investment Soffer may make in the company.

The disclosures came in a motion opposing a request by a group of subcontractors to move the case from Miami to bankruptcy court in Las Vegas.

The subcontractors say most of the affected parties in the case live and work in Las Vegas and that the Las Vegas bankruptcy court is well qualified to handle construction lien claims in the case -- liens the subcontractors say will supersede the claims of lenders under Nevada law.

Fontainebleau said Soffer and other members of its board of managers make all the decisions about Fontainebleau from their base in Miami.

"Most recently, since the collapse of Lehman Brothers – the largest lender to the 'retail' affiliates – in 2008, and the revolver (bank) lenders' subsequent refusal to fund their $800 million of financing commitments to the debtors, the members of the board of managers have continuously met with lenders in these cases and utilized their relationships to meet with other sources of credit and equity all over the world; they have authorized and approved the reductions in the debtors’ workforce; they have been intimately involved in the development of the stabilization model the debtors wish to employ; and they are considering design alternatives to ameliorate the cost of construction," Fontainebleau said in its filing.

"The debtors are in the best position to obtain funding to complete the project from Miami. Indeed, it likely will be necessary for Mr. Soffer to provide some of those funds. Once they obtain financing and capital, then the debtors may seek an expeditious exit from these chapter 11 proceedings and resume construction of the project," the filing said. "Only through financing and additional equity will the debtors be able to employ 5,000 workers and generate nearly $41 million per month in wages and benefits.

"Until that time, however, there exists a partially constructed project, few employees and no revenue in Las Vegas. There is simply no reason to rush to Las Vegas to accomplish what the debtors’ control group is striving to achieve in Miami. By retaining jurisdiction closest to the debtors’ financial epicenter, these cases possess the greatest chance of success," Fontainebleau said.

The subcontractors seeking to move the case to Nevada represent less than 5 percent of the $2 billion in claims in the Fontainebleau bankruptcy cases -- including the claims of lenders, Fontainebleau said.

Lenders and other big players in the case are based in New York and other cities around the world -- making Las Vegas an inconvenient venue for them, Fontainebleau said.

Soffer and his company, Turnberry Associates, are known in Las Vegas for developing high-rise condominiums and the Town Square shopping center.

Turnberry's fortunes soured at Fontainebleau as the recession prevented sales of condominiums that would have covered substantial construction costs.

And, lenders have charged, the recession has weakened the financial outlook at Fontainebleau to the point that they believe it could not cover its debt costs even if it opened in the next year or so.

In a filing last week backing up their decision to halt funding to the resort, Bank of America and other big bank lenders submitted an appraisal showing the resort would be worth $1.764 billion if it opened next May -- far below its financing costs they calculate at $3.175 billion.

This and other factors, the banks say, show the project was insolvent before it filed for bankruptcy last month. Their refusal to continue funding the resort led to the halt of construction at the project, 70 percent completed, and prompted Fontainebleau to sue the lenders to force them to fund $656 million of the $800 million revolver loan. That lawsuit has been referred to mediation.

With lenders and contractors asserting claims of more than $2 billion against Fontainebleau, the company is in danger of losing control of the project.

Thomas Lehman, a veteran Miami bankruptcy attorney and a partner with the firm Tew Cardenas,

told the Miami Herald for a story on Soffer published Sunday that the banks probably cut off funding in order to take control of Fontainebleau or to win concessions.

"I imagine the lender is conditioning any further funding on either changes in management or conditions for management," Lehman told the Herald.

"Generally, where the lenders want to take control, there's probably not enough value" for the developer to retain ownership after a bankruptcy, he told the Herald.

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