Gary G. Keltner

Bankruptcy, Workouts and Receivership Matters

• Enron Corp. (New York, New York) Client: A utility party to contracts with the debtor, and a participant with the debtor in the California Power Exchange and in transactions conducted by the California Independent Systems Operator Case Activities: Preparation, processing and negotiation of claims, with resulting (i) allowance of offsets and recoupment exceeding $4 million, (ii) allowance of quantified claims exceeding $11 million, (iii) allowance of an additional claim for $2.7 million based on unquantified claims involving the Federal Energy Regulatory Commission, the California Power Exchange, the California Independent Systems Operator and other administrative agencies and courts, and (iv) additional payment of $884,000
• Premier Health Care (Arizona receivership) Clients: Non-contract medical service providers with claims exceeding $300,000 Case Activities: Opposition to efforts of contract providers to be included in the same priority of payment class as our clients, with resulting full payment to our clients
• Pacific Gas & Electric Company (San Francisco, California) 1. Client: A utility participant with the debtor in the California Power Exchange and transactions conducted by the California Independent Systems Operator Case Activities: Preparation and processing of claims exceeding forty million dollars for which our clients received full payment Southern California Edison (California workout) 2. Client: A utility participant with Southern California Edison in the California Power Exchange and transactions conducted by the California Independent Systems Operator Case Activities: Participate in assertion and protection of claims exceeding sixty million dollars for which our client received full payment
• California Power Exchange (Los Angeles, California) Client: A utility Participant in the California Power Exchange with claims to be determined by the Federal Energy Regulatory Commission Case Activities: Preparation and processing of unquantified claims resulting in recoveries through the Federal Energy Regulatory Commission and from Enron
• RFI Realty Holdings, et al (Phoenix, Arizona) Client: An environmental cleanup consulting firm with a $2.6 million mechanics lien claim Case Activities: Participation in the preparation and processing of claims and negotiations for settlement with priority of payment over unsecured creditors and secured creditors, and trial of a priming objection by the holder of a $22 million deed of trust, with resulting approval of the settlement
• MicroAge, Inc. (Phoenix, Arizona) 1. Client: Parties to a stock purchase and non-compete agreement Case Activities: Participation in the assertion of claims and negotiation of a settlement 2. Client: Executive Savings Plan preference defendants Case Activities: Defense and negotiation of settlements
• Nationsway Transport Company (Phoenix, Arizona) Client: A union health, welfare, and pension fund with claims totaling millions of dollars Case Activities: Assertion and protection of our client’s health, welfare and pension fund claims
• El Paso Electric Company, Chapter 11 (Austin, Texas) Client: A participant with the Debtor in the ownership and operation of the Palo Verde Nuclear Generating Station (the largest in the United States), the Four Corners Project, and two lesser projects of which our client is the Operating Agent Case Activities: Preparation of objections to and negotiation regarding the contents of the Debtor’s Disclosure Statement; preparation of and participation in evidentiary hearing on our client’s motion to compel the Debtor’s payment of pre-petition Arizona real property taxes totaling approximately $13 million, which taxes were ordered to be and have since been paid; participation in the negotiation of a Cure and Assumption Agreement upon which the Debtor’s Plan Confirmation was premised
• Colorado-Ute Electric Association, Inc., Chapter 11 (Denver, Colorado) Client: A co-participant with the Debtor in the operation of coal-fired generating stations at Hayden and Yampa, Colorado Case Activities: Preparation of objections to and negotiation of changes in the Disclosure Statement; posturing the client’s legal position in support of its efforts to renegotiate the price payable by it pursuant to a long-term Coal Purchase Agreement, to achieve an extension of its future interest in one of the generating facilities for its entire useful life, and to negotiate more favorable provisions relative to the duties and responsibilities of the Operating Agent to our client
• The Circle K Corporation, Chapter 11 Clients: Gasoline vendors having reclamation and other claims totaling in excess of $7.6 million; the landlord pursuant to a $31 million sale/leaseback lease of 42 stores; a group of retired/terminated employees with vested benefits totaling approximately $19.4 million pursuant to an Executive Security Plan Case Activities: 1. On behalf of the gasoline vendors, preparation and pursuit of reclamation claims, recoupment and offset procedures 2. On behalf of the landlord, motion for payment of post-petition administrative rent; defense of adversary proceeding by the Debtor and its official committees to have the lease declared a financing agreement, including cross-motions for summary judgment; motion for an order granting stay relief to permit our client to terminate lease; opposition and defeat of order to show cause why a 105 injunction should not issue to prevent our client’s termination of the lease. 3. On behalf of the ESP members, briefing and oral argument of motion for appointment of an 1114 committee of retirees; negotiations leading to a substantially enhanced settlement by the Debtor with the ESP members
• Subsidiaries of Lincoln Savings & Loan Association re: American Continental Corporation, Chapter 11 Clients: Four secured lenders having claims totaling more than $14.5 million Case Activities: Motions for stay relief; litigation of Debtors’ objections to a payment of post-petition interest on interest, with a resulting order requiring that it be paid
• America West, Inc., Chapter 11 Clients: A major credit card issuer with exposure of approximately $25 million at the time the case commenced; a bank which leased an aircraft to the Debtor; and a consortium of aircraft sellers/lessors which sold/leased 19 aircraft to the Debtor (local counsel only) Case Activities: 1. On behalf of the credit card issuer, negotiation of an amendment to the credit card agreement which provided for an increased reserve sufficient to cover the client’s exposure for previously sold but unflown tickets. 2. On behalf of the bank, opposition to Debtor’s adversary proceeding to prevent repossession of the aircraft; negotiation of agreement for and resulting repossession of the aircraft. 3. On behalf of the aircraft providers, facilitation of negotiation of (section) 1110 stipulations and subsequent modifications thereto
• Kaiser Coal Company/Kaiser Steel Company, Chapter 11 (Denver, Colorado) Client: A purchaser of unneeded coal pursuant to a long-term take or pay coal supply contract Case Activities: Objection to and litigation regarding the jurisdiction of the bankruptcy court to make “related case” determinations in connection with the Debtor’s effort to assume and assign a long-term $300 million plus coal contract; and negotiation with the Debtor and its consortium of secured lenders of a $58 million buyout agreement and other concessions to our client
• Kroy, Inc., Chapter 11 Client: The Trustee of the Kroy, Inc. Employee Stock Ownership Plan Case Activities: Negotiation of a payment to the Trust of more than one-quarter million dollars for the sale of certain claims which were in turn subordinated to the remaining claims of the Trust and to the Trust’s entitlement to receive stock in the Reorganized Debtor
• Megafoods Consolidated Cases (Phoenix, Arizona) 1. Client: A lender secured by a store in El Centro, California Case Activities: Sought and obtained stay relief to permit foreclosure of the deed of trust. Litigation of the lender’s entitlement to proceed against a third party guarantor and Objection to the confirmation of the Debtor’s Chapter 11 plan, as a result of which a settlement was approved over the objection of the Official Committee of Unsecured Creditors which provided for return to our client of its real property security and the payment of $200,000 2. Client: The Debtor in Possession’s post-petition controller Case Activities: Sought and obtained payment of our client’s post-petition administrative claim for $96,000 prior to payment of other administrative claims 3. Clients: Nineteen preference defendants who were the subject of claims totaling $2.4 million Case Activities: Litigating preference claims
• Trammel Crow Companies, Chapter 11 (Phoenix, Arizona) Client: The largest tenant of a Dallas office building Case Activities: Litigation of stay relief issues; objection to confirmation of Debtor’s plan; renegotiation of lease and related settlement, with resulting saving to client of $2 million (40%) of future rent
• Adams Hotel Company, Chapter X Client: The Trustee Case Activities: General representation throughout the case, including activities relative to the operation and sale of the hotel and the payment of creditors
• Legend City Amusement Park, Chapter X Client: The stockholder’s case activities: General representation, including several evidentiary hearings, in opposition to the efforts of the secured creditor to obtain authorization to foreclose and in support of efforts to keep the park open and operating, and to have it sold as a going concern
• As the attorney for a national life insurance company, secured a bad faith dismissal of a shopping center Chapter 11 case prior to plan confirmation and, after the filing of a second Chapter 11 by the same debtor, secured a bad faith dismissal of that case prior to confirmation
• As the attorney for a national life insurance company, (1) filed a competing creditor’s plan and (2) secured a bad faith dismissal of an office building Chapter 11 case prior to plan confirmation
• As the attorney for the New Mexico Superintendent of Insurance, secured a dismissal of an insurance company executive’s Chapter 13 case and, after conversion to Chapter 7, obtained a $1.4 million non-dischargeability judgment
• As attorney for a national corporation which was the primary tenant and occupied five floors of a Dallas office building, objected to the lease assumption and Chapter 11 plan jointly proposed by 51 debtors and, in that context, precipitated and assisted in a lease renegotiation which saved our client $2 million (40%) of the future rent which it would otherwise have been obligated to pay
• As the attorney for a New Mexico Bank, objected to a pecan farm Chapter 11 plan and, as a result, the debtor abandoned its efforts to confirm the plan and instead sold all of its property and turned the proceeds over to the Bank
• As attorney for a national insurance company, objected to a Chapter 11 plan and, as a result, the debtor, which was seeking to compel a cram-down restructure of a $12.5 million shopping center loan on the debtor’s terms, agreed instead to a consensual modification on terms (including payment of our client’s costs and attorneys’ fees) and at an interest rate acceptable to our client
• As attorney for a creditor with whom a Chapter 11 debtor had been litigating for years, (l) defeated the debtor’s effort to remove the state court litigation to the bankruptcy court, (2) obtained stay relief for the state court litigation to proceed, (3) objected to the debtor’s Chapter 11 plan and (4) raised substantial issues of bad faith; and, in that context, the debtor abandoned its effort to confirm the plan and moved to dismiss the Chapter 11 case (with full payment of the undisputed claims of all creditors)
• As the attorney for the lawyers for a creditors’ committee, successfully represented them on the debtors’ appeal to the Bankruptcy Appellate Panel for the Ninth Circuit and thereafter to the Ninth Circuit Court of Appeals, relating to alleged conflicts of interest, irregularities, and sanctions imposed against the debtors
• As the attorney for the former wife of a Chapter 11 debtor, obtained a judgment that the wife’s $1.1 million judgment against him was non-dischargeable, objected to and prevented approval of two disclosure statements, and provided input which contributed to the Court’s decision to appoint a trustee
• As the attorney for equipment seller, secured ruling that expensive equipment, for which the Chapter 11 Debtor claimed our client had no security interest, was not in fact sold by our client to the Debtor, which was using it in its business
• As the attorney for major food supplier, obtained §503(b)(9) priority (two cases)
• As the attorney for unsecured creditor obtained $400,000 settlement of a §523(a)(2) adversary proceeding objecting to the dischargeability of our client’s claim, with a resulting settlement for $400,000 cash plus a $550,000 allowed claim
• As the attorney for secured creditor owed $18 million secured single asset real estate determination and stay relief, resulting in foreclosure and acquisition of the property
• As the attorney for the holder of a Guaranty, objected to dischargeability of the claim based on a false financial statement and
• As special counsel for the Chapter 7 Trustee in an involuntary case, in an intensely litigated adversary proceeding secured a $1 million settlement from the Bank which financed the debtor’s purchase and operations, $237,500 from the purchase money mortgagee which purchased assets at a receiver’s sale, and $30,000 from two other defendants for their roles regarding the lease of property in which the debtor had an interest.

• Conceived, developed and drafted documents which created and established the legal framework for McCormick Ranch, a 4400-acre master planned, a multi-use development in Scottsdale, Arizona, including the Master Declaration, the initial Subsidiary Declaration and the initial Declaration of Restrictions
• As Arizona counsel, represented New York bank in multiple copper mine production payment transactions ranging to upwards of $100 million
• As an attorney for both sellers and purchasers, has litigated claims for alleged breaches of sales contracts
• As an attorney for a material supplier, has filed and prosecuted numerous mechanics liens
• As an attorney for property developers, has defended mechanics lien claims
• As an attorney for the owner of a remodeled distribution building, defeated IRS levy against undisbursed construction contract funds