Re Tantleff, Alan: Recognition of US Bankruptcy Proceedings for Eagle Hospitality Trust Entities

The High Court of Singapore heard an application by Alan Tantleff, as foreign representative, for recognition of Chapter 11 proceedings in the United States for Eagle Hospitality Real Estate Investment Trust (EH-REIT), Eagle Hospitality Trust S1 Pte Ltd (S1), and Eagle Hospitality Trust S2 Pte Ltd (S2). The court recognized the US proceedings as foreign main proceedings for S1 and S2 but required a separate application for EH-REIT, as it is not a corporate entity under Singapore law. The court also recognized the Chapter 11 Plan and Confirmation Order under Art 21(1)(g) of the Model Law in relation to S1 and S2.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Recognition granted for Singapore Entities’ Chapter 11 Proceedings, the Chapter 11 Plan and the Confirmation Order under the Model Law as enacted in Singapore, but only in respect of S1 and S2.

1.3 Case Type

Insolvency

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court partially recognized US Chapter 11 proceedings for Eagle Hospitality Trust subsidiaries but required a separate application for the REIT.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Alan TantleffApplicantIndividualApplication partially grantedPartial
Eagle Hospitality Real Estate Investment TrustOtherTrustSeparate application requiredNeutral
Eagle Hospitality Trust S1 Pte LtdOtherCorporationForeign main proceedings recognisedWon
Eagle Hospitality Trust S2 Pte LtdOtherCorporationForeign main proceedings recognisedWon

3. Judges

Judge NameTitleDelivered Judgment
Aedit AbdullahJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Ng Hui Ping SheilaRajah & Tann Singapore LLP
Ong Tun Wei DannyRajah & Tann Singapore LLP
Chen LixinRajah & Tann Singapore LLP

4. Facts

  1. Alan Tantleff is the foreign representative of EH-REIT, S1, and S2.
  2. EH-REIT is a publicly held real estate investment trust in Singapore.
  3. S1 and S2 are Singapore-incorporated companies wholly owned by EH-REIT.
  4. The Eagle Hospitality Group faced financial difficulties due to lessee defaults and the COVID-19 pandemic.
  5. Chapter 11 proceedings were initiated in the US Bankruptcy Court.
  6. The US Bankruptcy Court confirmed a Chapter 11 plan of liquidation.
  7. The Chapter 11 Plan contemplates the winding down of the Singapore Chapter 11 Entities.

5. Formal Citations

  1. Re Tantleff, Alan, Originating Summons No 203 of 2022, [2022] SGHC 147

6. Timeline

DateEvent
Eagle Hospitality Group listed on the Singapore Exchange Securities Trading Limited
Eagle Hospitality REIT Management Pte Ltd removed as manager
Initial Chapter 11 Entities voluntarily filed for Chapter 11 reorganisation
US Bankruptcy Court authorised the joint administration of the Initial Chapter 11 Entities’ Chapter 11 cases
Vinodh Coomaraswamy J granted the EH-REIT Trustee’s application by way of HC/ORC 413/2021
EH-REIT Trustee filed a voluntary petition for relief under Chapter 11 in the US Bankruptcy Court
US Bankruptcy Court approved the DIP Financing Facility on a final basis
Liquidating Chapter 11 Entities filed the Chapter 11 Plan with the US Bankruptcy Court
Revised Disclosure Statement approved by the US Bankruptcy Court
US Bankruptcy Court entered an order confirming the Chapter 11 Plan for the Liquidating Chapter 11 Entities
Affidavit of Alan Tantleff dated
Applicant’s submissions dated
Judgment reserved
Judgment issued
Anticipated closure of Chapter 11 cases

7. Legal Issues

  1. Recognition of foreign insolvency proceedings
    • Outcome: The court recognized the US proceedings as foreign main proceedings for S1 and S2 but required a separate application for EH-REIT.
    • Category: Substantive
    • Sub-Issues:
      • Determination of centre of main interest (COMI)
      • Applicability of Model Law to REITs
      • Recognition of foreign orders

8. Remedies Sought

  1. Recognition of foreign proceedings
  2. Recognition of foreign representative
  3. Authorisation to administer assets
  4. Authorisation to wind down entities

9. Cause of Actions

  • Insolvency

10. Practice Areas

  • Insolvency
  • Restructuring
  • Cross-Border Insolvency

11. Industries

  • Hospitality
  • Real Estate
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Re Rooftop Group International Pte Ltd and another (Triumphant Gold Ltd and another, non-parties)High CourtYes[2020] 4 SLR 680SingaporeCited for the recognition of Chapter 11 proceedings under the US Bankruptcy Code as foreign proceedings.
Re Zetta Jet Pte Ltd and others (Asia Aviation Holdings Pte Ltd, intervener)High CourtYes[2019] 4 SLR 1343SingaporeCited for the requirements for the determination of the centre of main interest (COMI) and the irrelevance of a foreign representative’s actions in ascertaining the COMI.
Rubin and another v Eurofinance SA and othersEnglish High CourtYes[2010] 1 All ER (Comm) 81England and WalesDiscussed regarding the applicability of the Model Law to business trusts and the interpretation of the term 'debtor'.
Rubin v Eurofinance SAUK Supreme CourtYes[2012] 3 WLR 1019United KingdomDiscussed regarding the recognition and enforcement of foreign insolvency judgments under the UK Model Law.
United Securities Sdn Bhd (in receivership and liquidation) and another v United Overseas Bank LtdCourt of AppealYes[2021] 2 SLR 950SingaporeCited for the cumulative attributes required for a proceeding to constitute a “foreign proceeding” under Art 2(h) of the Model Law.
In re EHT US1, IncUnited States Bankruptcy Court for the District of DelawareYes630 BR 410United StatesCited regarding the consideration of EH-REIT as a “corporation” for the purposes of being an eligible debtor under Chapter 11 of the US Bankruptcy Code.
In re Fairfield Sentry LtdUnited States Court of Appeals for the Second CircuitYes714 F 3d 127United StatesCited regarding the relevance of liquidation activities and administrative functions in the COMI analysis.
In re Oi Brasil Holdings Coöperatief UAUnited States Bankruptcy Court for the Southern District of New YorkYes578 BR 169United StatesCited regarding the activities of foreign liquidators and administrators being relevant to a COMI analysis.
In re British American Isle of Venice (BVI) LtdUnited States Bankruptcy Court for the Southern District of FloridaYes441 BR 713United StatesCited regarding the significance of the work done by the liquidator of the company in determining the COMI.
In re Oversight and Control Commission of Avanzit, SAUnited States Bankruptcy Court for the Southern District of New YorkYes385 BR 525United StatesCited regarding the continued jurisdiction of the bankruptcy court after confirmation of a Chapter 11 plan of liquidation.
In re Ashapura Minechem LtdUnited States Bankruptcy Court for the Southern District of New YorkYes480 BR 129United StatesCited regarding the foreign representative in control of the business and operations not necessarily inconsistent with supervision by a foreign court.
In re Sino–Forest CorporationUnited States Bankruptcy Court for the Southern District of New YorkYes501 BR 655United StatesCited regarding the recognizing court giving effect to the position in the foreign main proceeding.
Fibria Celulose S/A v Pan Ocean Co Ltd and anotherNot specifiedYes[2014] Bus LR 1041Not specifiedCited regarding the words “any appropriate relief” not allowing the court to grant relief that would not be available when dealing with a domestic insolvency.
In re Lupatech SAUnited States Bankruptcy Court for the Southern District of New YorkYes611 BR 496United StatesCited regarding “appropriate relief” under § 1521 including “enforcing a foreign order confirming a debtor’s plan”.
In re SalvatiUnited States Bankruptcy Court for the Southern District of New YorkYes2009 Bankr LEXIS 5722United StatesCited regarding the sanction order being entitled to recognition and enforcement in the US.
In re Magyar Telecom BVUnited States Bankruptcy Court for the Southern District of New YorkYes2013 Bankr LEXIS 5716United StatesCited regarding the English schemes of arrangement and the accompanying sanction orders have also been recognised and enforced in the US.
In re CGG SAUnited States Bankruptcy Court for the Southern District of New YorkYes579 BR 716United StatesCited regarding the applicant seeking the recognition and enforcement of an order entered by a French court sanctioning a French safeguard plan.
In re Oi SAUnited States Bankruptcy Court for the Southern District of New YorkYes587 BR 253United StatesCited regarding the Brazilian reorganisation plan.
In re Metcalfe & Mansfield Alternative InvestmentsUnited States Bankruptcy Court for the Southern District of New YorkYes421 BR 685United StatesCited regarding the Canadian plan of compromise and arrangement.
In re Energy Coal SPAUnited States Bankruptcy Court for the District of DelawareYes582 BR 619United StatesCited regarding the Italian debt restructuring plan.
Re Opti-Medix Ltd (in liquidation) and another matterHigh CourtYes[2016] 4 SLR 312SingaporeCited regarding the common law test that may have to be applied instead.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
Section 252 of the Insolvency, Restructuring and Dissolution Act 2018Singapore
Companies Act 1967Singapore
Securities and Futures ActSingapore
Business Trusts Act 2004Singapore
United States Bankruptcy Code 11 USCUnited States
Companies Act 2006United Kingdom

15. Key Terms and Keywords

15.1 Key Terms

  • Foreign main proceedings
  • Centre of main interest
  • Chapter 11 Plan
  • Confirmation Order
  • Foreign representative
  • Eagle Hospitality Trust
  • Real estate investment trust
  • Liquidation
  • Model Law
  • Singapore Entities’ Chapter 11 Proceedings

15.2 Keywords

  • Insolvency
  • Cross-border
  • Chapter 11
  • REIT
  • Singapore
  • Recognition
  • Model Law

17. Areas of Law

Area NameRelevance Score
Recognition of foreign insolvency proceedings95
Cross-Border Insolvency90
Insolvency Law90
Restructuring and Dissolution85
Bankruptcy75
Liquidation65
International Law60
Company Law50
Foreign Judgments50
Trust Law30

16. Subjects

  • Cross-Border Insolvency
  • Insolvency
  • Restructuring
  • Real Estate Investment Trusts