Notice of Bankruptcy Stay Partial

Cal. Super. - 6th Dist.June 1, 2020

200V366897 Santa Clara - Civil CMDcfllaflesca ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address): Edward J. Rifile, Esq. (State Bar No. 193983) F°R COURT “SE 0”” ESSELE'CEES’EEFNttS’nfjfiF;(S??eEW/igfi'i?“1’ E'°°"°"‘°a"y Fi'ed + . 1100 EI Centro Street, South Pasadena, CA 91030 by suPer'or court 0f CA’ County of Santa Clara, TELEPHONE No.: (626) 243-1 100 FAX No. (Optional): (626) 243-1 1 1 1 on 7/8/2020 1 :56 PM E'MA'LADDRESS(Op”°”a’)‘ Reviewed By: A. Floresca ATTORNEY FOR (Name): Plaintiff Wendt Industries, |nc., dba Club Resource Group ase #Zocv366897 SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA Envelope_ 4568373STREETADDRESS: 191 North First Street MAILING ADDRESS: CITY AND ZIP CODE: San Jose, CA 951 13 BRANCH NAME: Old Courthouse PLAINTIFF/PETITIONER: Wendt Industries, |nc., dba Club Resource Group DEFENDANT/RESPONDENT: 24 Hour Fitness USA, |nc., et al. CASE NUMBER: ZOCV366897 NOTICE OF STAY OF PROCEEDINGS JUDGE: Socrates P. Manoukian DEPT.: 20 To the court and to all parties: 1. Declarant (name): Plaintiff WENDT INDUSTRIES, INC. dba CLUB RESOURCE GROUP a. E is E the party E the attorney for the party who requested or caused the stay. b. is E the plaintiff or petitioner the attorney for the plaintiff or petitioner. The party who requested the stay has not appeared in this case or is not subject to the jurisdiction of this court. 2. This case is stayed as follows: a. E With regard to all parties. b. With regard to the following parties (specify by name and party designation): 24 HOUR FITNESS USA, INC. 3. Reason for the stay: a. Automatic stay caused by a filing in another court. (Attach a copy of the Notice of Commencement of Case, the bankruptcy petition, or other document showing that the stay is in effect, and showing the court, case number, debtor, and petitioners.) b. E Order of a federal court or of a higher California court. (Attach a copy ofthe court order.) c. E Contractual arbitration under Code of Civil Procedure section 1281 .4. (Attach a copy of the order directing arbitration.) d. E Arbitration of attorney fees and costs under Business and Professions Code section 6201. (Attach a copy of the client's request for arbitration showing filing and service.) e. E Other: | declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date: July 7, 2020 fl e Bradley D. Doucette ’ (TYPE 0R PRINT NAME 0F DECLARANT) BWflQUCEm/ Page 1 of 1 F°"n Ad°ptedf°rMandat°WUSe NOTICE 0F STAY 0F PROCEEDINGS CaI- Rulesofcwm ru'e3-650Judicial Council of California . rt . . CM-18O [Rev. January 1, 2007] WWW COU S ca gov Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 1 of 48 Fill in this information to identify the case: United States Bankruptcy Court for the District of Delaware Case number (ifknown): Chapterfl Official Form 201 D Check if this is an amended filing Voluntary Petition for Non-Individuals Filing for Bankruptcy o4/2o If more space is needed, attach a separate sheet to this form. 0n the top of any additional pages, write the debtor’s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor’s name 24 Hour Fitness Worldwide, Inc. 2. All other names debtor used See Schedule 1 in the last 8 years Include any assumed names, trade names, and doing business as names 3. Debtor’s federal Employer Identification Number (EIN) 94-3215690 4. Debtor’s address Principal place of business 12647 Alcosta Blvd Mailing address, if different from principal place of business Number Street Number Street Suite 500 P.O. Box San Ramon CA 94583 City State ZIP Code City State ZIP Code Contra Costa Location of principal assets, if different from principal place of business County Number Street City State ZIP Code 5. Debtor’s website (URL) https://www.24hourfitness.com/ 6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) D Partnership (excluding LLP) D Other. Specify: Official Form 201 Voluntary Petition for Non-lndividuals Filing for Bankruptcy Page 1 Case 20-11558-KBO Doc 1 Filed 06/15é20 Page 2 of 48 Debtor 24 Hour Fitness Worldwide, Inc. ase number known) 20- ( ) Name A. Check one: 7. Describe debtor’s business D Health Care Business (as defined in 11 U.S.C. § 101(27A)) D Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) El Railroad (as defined in 11 U.S.C. § 101(44)) D Stockbroker (as defined in 11 U.S.C. § 101(53A)) D Commodity Broker (as defined in 11 U.S.C. § 101(6)) D Clearing Bank (as defined in 11 U.S.C. § 781(3)) E None of the above B. Check all that apply: D Tax- exempt entity (as described in 26 U.S.C. § 501) D Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. § 80a-3) D Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11)) C. NAICS (North Amen'can Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-nationaI-association-naics-codes . 7139 - Other Amusement and Recreation Industries 8. Under which chapter of the Bankruptcy Code is the CheCk one" debtor filing? D Chapter? I] Chapter 9 Chapter 1 1. Check allthatapply. A debtpr who is a “Sma||_business U The debtor is a small business debtor as defined in 11 U.S.C. § 101(51 D), debtor mUSt Cheek t_he f'rSt SUb'bOX- and its aggregate noncontingent liquidated debts (excluding debts owed to A debtor as defined 'n § 1182(1) insiders or affiliates) are less than $2,725,625. If this sub-box is selected, Who e'eCtS t0 proceed under attach the most recent balance sheet, statement of operations, cash-flow SUbChapter V 0f Qhapfier 11 (Whether statement, and federal income tax return or if any of these documents do 0r not the debtor IS a small not exist, follow the procedure in 11 U.S.C. § 1116(1 )(B). bugmess debt” ) ""‘St Che°k the D The debtor is a debtor as defined in 11 U.S.C. § 1182(1). Its aggregatesecond sub-box. . . . . . . . noncontlngent liquidated debts (excluding debts owed to InSIders or affiliates) are less than $7,500,000 and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). D A plan is being filed with this petition. D Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). D The debtor is required to file periodic reports (for example, 10K and 1OQ) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 1 1 (Official Form 201A) with this form. I] The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. D Chapter 12 9. Were prior bankruptcy cases No filed by or against the debtor within the last 8 years? D Yes District When Case number MM/ DD/ YYYY If more than 2 cases, attach a separate Ilst. District When Case number MM / DD/ YYYY Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy Page 2 Case 20-11558-KBO Doc 1 Filed 06/15é20 Page 3 of 48 Debtor 24 Hour Fitness Worldwide, Inc. ase number( known) 20- ( ) Name 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. 11. Why is the case filed in this district? 12. Does the debtor own or have possession of any real D No D Yes Debtor See Schedule 2 Relationship See Schedule 2 District Delaware When O6 / 15 / 2020 MM / DD/ YYYY Case number, if known Check all that apply: E Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. D A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district. lNo property or personal property III Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. that needs immediate attention? Why does the property need immediate attention? (Check all that apply.) D It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? III It needs to be physically secured or protected from the weather. III It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). D Other Where is the property? Number Street City State ZIP Code ls the property insured? D No III Yes. Insurance agency Contact Name Phone 13. Debtor’s estimation of available funds 14. Estimated number of creditors (on a consolidated basis with all affiliated debtors) Official Form 201 - Statistical and administrative information Check one: DUDE Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. 1-49 D 1,000-5,000 D 25,001 -50,000 50-99 D 5,001-10,000 D 50,001-100,000 100-199 D 10,001-25,000 More than 100,000 200-999 Voluntary Petition for Non-Individuals Filing for Bankruptcy Page 3 24 Hour Fitness Worldwide, Inc. LIDebtor 20-.Case number {if known) Name 15. Estimated assets (on a consolidated basis with ail affiliated debtors) $500,000,001-SI billion $1.000,000,001-$10 billion $10,000,000,001-$50 billion More than $50 billion □ $1,000.001-$10 million □ S10.000,001-$50 million □ $50,000,001-S100 million □ $100,000,001-S500 million □□ $0-$50,000 □ $50,001-$100,000 □ $100,001-$500,000 □ $500.001-$1 million □ □ $500,000,001-$1 billion $1,000,000,001-$10 billion $10,000,000,001-350 billion More than $50 billion 16. Estimated liabilities (on a consolidated basis with all affiliated debtors) D $1,000.001-$10 million □ $10,000,001-$50 million □ $50,000,001-$100 million □ $100.000,001-$500 million □□ S0-$50,000 □ $50,001-$100,000 O S100.001-$500,000 □ $500,001-$1 million IS □ □ Request for Relief, Declaration, and Signatures WARNING - Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. 17. Declaration and signature of authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this petition on behalf of the debtor.es 1 have examined the information in this petition and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. B 06/15/2020Executed on MM/DO /YYYY X Daniel Hugo Printed nameSignature of authorized repres^fttative of debtor' Chief Restructuring Officer 06 /15 /2020Date18. Signature of attorney MM/DD/YYYYSignature^f attorney for debtor Ray C. Schrock, P.C.Laura Davis Jones Printed Name Weil, Gotshal & Manges LLPPachulski Stang Ziehl & Jones LLP Firm Name 767 Fifth Avenue919 North Market Street. 17th Floor Address New York, New York 10153Wilmington. Delaware 19801 City/State/Zip (3021 652-4100 Contact Phone liones@pszilaw.com Email Address (212) 310-8000 ray.schrock@weil.com Delaware2436 StateBar Number Page 4Voluntary Petition for Non-Individuals Filing for BankruptcyOfficial Form 201 Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 4 of 48 Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 5 of 48 Schedule 1 A11 other names used bV the Debtor in the last 8 years Registrant DBA Name 24 Hour Fitness Holdings LLC 24 Hour Fitness 24 Hour Fitness USA, Inc. 24 Hour Fitness RS Fit Holdings LLC BFit RS Fit Holdings LLC BFit Gyms RS Fit Holdings LLC 24 Hour Fitness 24 Hour Fitness USA, Inc. 24 HOUR FITNESS TWO 4 One, LLC 24 Hour Fitness: Shaq Clubs Two 4 One, LLC 24 Hour Fitness 24 Hour Fitness USA, Inc. RezFresh, A Day Spa 24 Hour Fitness USA, Inc. 24 Hour Fitness Centers 24 Hour Fitness USA, Inc. Apex Fitness Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 6 of 48 W Pending Bankruptcy Cases Filed bV the Debtor and Affiliates 0f the Debtor On the date hereof, each of the affiliated entities listed below, including the debtor in this chapter 11 case, filed a voluntary petition for relief under chapter 11 0f title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Court”). A motion Will be filed with the Court requesting that the chapter 11 cases 0f the entities listed below be consolidated for procedural purposes only and jointly administered, pursuant t0 Rule 1015(b) 0f the Federal Rules 0f Bankruptcy Procedure, under the case number assigned t0 the chapter 11 case 0f 24 Hour Fitness Worldwide, Inc. COMPANY CASE NUMBER DATE FILED DISTRICT 24 Hour Fitness Worldwide, Inc. 20- ( ) June 15, 2020 Delaware 24 Hour Holdings II LLC 20- ( ) June 15a 2020 Delaware 24 Hour Fitness United States, Inc. 20- ( ) June 15: 2020 Delaware 24 Hour Fitness USA, Inc. 20- ( ) June 15a 2020 Delaware 24 Hour Fitness Holdings LLC 20- ( ) June 15a 2020 Delaware 24 San Francisco LLC 20- ( ) June 15: 2020 Delaware 24 New York LLC 20- ( ) June 15a 2020 Delaware 24 Denver LLC 20- ( ) June 15a 2020 Delaware Rs FIT Holdings LLC 20- ( ) June 15, 2020 Delaware Rs FIT CA LLC 20- ( ) June 15, 2020 Delaware Rs FIT NW LLC 20- ( ) June 15, 2020 Delaware Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 7 of 48 JOINT RESPONSIBLE OFFICER’S CERTIFICATE OF THE COMPANIES SPECIFIED BELOW June 15, 2020 I, Dan Hugo, being a duly elected and authorized officer of each of the entities listed below (each a “Company” and, collectively, the “C0mpanies”), Company Jurisdiction 24 Hour Holdings II LLC Delaware 24 Hour Fitness Worldwide, Inc. Delaware 24 Hour Fitness United States, Inc. Delaware 24 Hour Fitness USA, Inc. California 24 Hour Fitness Holdings LLC Delaware 24 San Francisco LLC Delaware 24 New York LLC Delaware 24 Denver LLC Delaware RS FIT Holdings LLC Delaware RS FIT CA LLC Delaware RS FIT NW LLC Delaware hereby certify, solely on behalf of the Companies and not in any individual capacity, as follows: A. I am a duly qualified and elected officer of each 0f the Companies and, as such, I am familiar with the facts herein certified and I am duly authorized to certify the same on behalf 0f the Companies; B. Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions of the board of directors, board 0f managers, 0r sole member, as applicable, 0f each Company, duly adopted and approved 0n the date hereof, in accordance With the bylaws or operating agreement, as applicable, 0f each Company and the Delaware General Corporation Law, the Delaware Limited Liability Company Act, or the California General Corporation Law, as applicable; and C. Such resolutions have not been amended, altered, annulled, rescinded, modified, 0r revoked since their adoption and remain in full force and effect as of the date hereof. There exist n0 subsequent resolutions relating to the matter set forth in the resolutions attached hereto. [The remainder offhepage is left intentionally blank] IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above. By:��Name: Daniel Hugo Title: Chief Restructuring Officer [SIGNATURE PAGE TO JOINT RESPONSIBLE OFFICER'S CERTIFICATE] Case 20-11558-KBO Doc 1 Filed 06/15/20 Page 8 of 48 PROOF 0F SERVICE (CCP §§ 1013(a) and 2015.5; FRCP 5) State 0f California, ) SS. County ofLos Angeles. ) I am employed in the County 0fLos Angeles. I am over the age of 18 and not a party to the within action. My business address is 1100 E1 Centre Street, South Pasadena, Califomia 91030. On this date, I served the foregoing document described as NOTICE OF STAY 0F PROCEEDINGS on the interested parties in this action by placing same in a sealed envelope, addressed as follows: Richard M. Watts, Jr., Esq. PETERSON WATTS LAW GROUP LLP 2267 Lava Ridge Court, Suite 210 Roseville, CA 95661 (916) 780-8222 7 FAX: (916) 780-8775 rwatts@petersonwatts.com ATTORNEYS FOR DEFENDANT CRANE COURT, LLC E DD E D QEY MAIL! - I caused such envelope(s) with postage thereon fully prepaid to be placed in the United States mail in South Pasadena, California t0 be served on the parties as indicated 0n the attached service list. I am “readily familiar” with the firm’s practice ofcollection and processing correspondence for mailing. Under that practice, it would be deposited with the U.S. Postal Service 0n that same day with postage thereon fully prepaid at South Pasadena, California in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day afier date 0f deposit for mailing in affidavit. gfiY CERTIFIED MAIL) - I caused such envelope(s) with postage thereon fully prepaid Via Certified Mail Return Receipt Requested to be placed in the United States Mail in South Pasadena, California. BY EXPRESS MAIL 0R ANOTHER METHOD OF DELIVERY PROVIDING FOR OVERNIGHT DELIVERY (BY ELECTRONIC FILING AND/OR SERVICE) i I served a true copy, with all exhibits, electronically 0n designated recipients listed on the attached Service List on: (Date) at (Time) FEDERAL EXPRESS - I caused the envelope to be delivered to an authorized courier 0r dfiver authofized t0 receive documents with delivery fees provided for. gfiY FACSIMILE) - I caused the above-described document(s) to be transmitted to the offices 0fthe interested parties at the facsimile number(s) indicated on the attached Service List and the activity report(s) generated by facsimile number (626) 243-1 1 11 indicated all pages were transmitted. QEY PERSONAL SERVICE! - I caused such envelope(s) t0 be delivered by hand to the 0ffice(s) of the addressee(s). Executed 0n July 8, 2020 at South Pasadena, California. [STATEQ - I declare under penalty ofperjury under the laws of the State of Califomia that the above is true and correct. 1E EQDERAL) - I declare that I am employed in the office of a member 0fthe bar of this court at whose direction the service was made. DEBBIE PARKER