Chapter 11 announced

[RememberSchiff]

BSA (Debtor) requested court permission to hire appraisers for four high adventure facilities located in Florida, Minnesota and parts of Canada, New Mexico, and West Virginia… This application is scheduled to be heard July 9 also when participating councils deliver assets list?

https://casedocs.omniagentsolutions.com/cmsvol2/pub_47373/825916_868.pdf (128 pages)

To efficiently advance these chapter 11 cases and engage in substantive negotiations regarding the Debtors’ assets and a plan of reorganization, the Debtors have determined, in their business judgment, that they require appraisals of the high adventure facilities, each as described in greater detail below. (Note :The Debtors do not waive the right to argue that the high adventure facilities are not available for creditor recoveries because, among other reasons, such facilities are subject to enforceable use restrictions under applicable law and/or that they hold such properties in a fiduciary capacity to carry out the Debtors’ charitable mission.)The appraisals will provide the Debtors and parties in interest with important information regarding the value of their properties and assets. (page 4 of 128)

In consideration of the unique differences in geographic location, property type, acreage and land use of each high adventure facility, the Debtors have determined to retain one Appraiser to appraise each of the following (each, a “Subject Property” and, collectively, the “Subject Properties”): Florida Sea Base, Philmont Scout Ranch, Summit Bechtel Reserve, the portion of Northern Tier located in Minnesota, the portion of Northern Tier located in Ontario, Canada, and the remainder of Northern Tier located in Manitoba, Canada. Each of these Subject Properties is described below. (page 5)

• Northern Tier. The BSA opened Northern Tier—located on the boundary waters between Minnesota and Canada—as its first high adventure facility in 1923. For nearly a century, the BSA has maintained several wilderness bases at Northern Tier from which generations of Scouts have explored millions of acres of lakes, rivers, forests, and wetlands in northern Minnesota, northwestern Ontario, and southeastern Manitoba.

• Philmont Scout Ranch. The BSA’s largest high adventure facility, Philmont, was opened in 1938 on nearly 150,000 acres of rugged mountain wilderness in the Sangre de Cristo range of the Rocky Mountains in northeastern New Mexico. At Philmont, Scouts have access to a labyrinth of backpacking trails, as well as 35 staffed camps and 55 trail camps, spread across mountainous terrain ranging in elevation from 6,500 to 12,500 feet.

• Florida Sea Base. Sea Base was commissioned by the BSA as its third high adventure facility in 1980. At several facilities in south Florida and the U.S. Virgin Islands, Scouts swim, snorkel, scuba dive, and fish. Scouts also participate in boating and sailing adventures throughout the Caribbean, as well as primitive camping on several island-based settlements.

• Summit Bechtel Reserve.7 Most recently, in 2013, the BSA opened the Summit in the wilds of West Virginia. It is the preeminent summer camp, high adventure facility, and leadership training center for the millions of Scouts and adults leaders involved in Scouting now and for generations to come. At the Summit, Scouts explore the New River Gorge region through white-water rafting, kayaking, canyoneering, and advanced orienteering.

Appraiser Qualifications: Note Exhibits 1 through 6 are detailed engagement letters with BSA.

Appraisers of the Keys (see Exhibit 1, page 25 of 128) – Florida Sea Base: Appraisers of the Keys has a wealth of experience in appraising various property types throughout the Florida Keys, including residential, hospitality, marina, mixed-use, vacant, and special purpose properties.

JFW Ranch Consulting (see Exhibit 2, page 31 of 128)– Philmont Scout Ranch: JFW Ranch Consulting’s professional has over 33 years of experience appraising ranches throughout New Mexico, including properties of over 100,000 acres. JFW Ranch Consulting has an extensive network and relationships with ranch appraisers, brokers, and ranch owners with access to a wealth of market data and intelligence.

H&LA (see Exhibit 3, page 35 of 128)– Summit Bechtel Reserve: H&LA specializes in appraisal and feasibility studies of leisure properties, including campground resort properties. H&LA has experience with providing comprehensive market analyses, recognizing that particular segments of a property may have different highest and best uses.

Our (H&LA) consultants are national experts in the analysis of all types of leisure properties. We have prepared more than 3,000 studies on a wide range of hotels and leisure properties in the United States and Canada. We ha ve completed 20 campground resort studies in the United States in the last 10 years. With your project in mind, below is a sample of projects we have completed over the years that are similar to yours in property type or scope of services. A complete list of all H&LA projects can be found at our website. (page 38)

Jellystone Park Camp Resort – Larkspur, Colorado

Frontier Town Campground – Berlin, Maryland

Maddox Family Campground – Chincoteague Island, Virginia

Cook Riverside Cabins – Barnett Township, Pennsylvania:

Jellystone Park Camp and Resort – East Drumore Township, Pennsylvania

Kalahari Resorts – various locations

Great Wolf Lodge Properties – United States and Canada

F.I. Salter (see Exhibit 4, page 46 of 128)– Northern Tier, Minnesota: F.I. Salter has completed several appraisals of properties similar to the Minnesota portion of Northern Tier, including waterfront campground and residential properties. F.I. Salter is also familiar with the local market, having completed multiple assignments in the same county as Northern Tier’s Minnesota location.

Dawn M. Powell (see Exhibit 5, page 48 of 128) – Northern Tier, Ontario: Dawn M. Powell specializes in the appraisal of resort campground and recreational properties, with a particular focus on northern Ontario. Dawn M. Powell annually engages in at least a dozen appraisals of this type of property for various purposes, including acquisition financing, foreclosure, and similar circumstances. Dawn M. Powell maintains an extensive database of resort campground sales and leases.

BW Ferguson (see Exhibit 6, page 53 to be supplied) – Northern Tier, Manitoba: BW Ferguson has experience in a variety of specialized types of property, including campgrounds, fishing lodges, and outfitters lodges in Manitoba and surrounding provinces. BW Ferguson maintains a comprehensive database of comparable markets, public records, and data-sharing with an extensive network of appraisers and realtors in Winnipeg and Bissett, Manitoba

 

Scope of work, appraiser services, and fee structure pages 8-10. Further appended Exhibits of professional qualifications, business experience, etc.

Edited June 21, 2020 by RememberSchiff

[ALongWalk]

Hate to think negative but I think this means the BSA is going to have less than 4 high adventure bases sooner rather than later.

[TAHAWK]

1 hour ago, ALongWalk said:

Hate to think negative but I think this means the BSA is going to have less than 4 high adventure bases sooner rather than later.

However buys Summit "buys" with it the potential Super Fund liability to "put the tops back on the mountains" - untold hundreds of $millions.

[BAJ]

32 minutes ago, TAHAWK said:

However buys Summit "buys" with it the potential Super Fund liability to "put the tops back on the mountains" - untold hundreds of $millions.

Is there truly Superfund-level cleanup liability at the site?  I knew it was a former mine, but if there is toxic contamination at that level I’m surprised it was adapted as a site for youth camping.  

[TAHAWK]

POPULAR WBGV BUMPER STICKER: ""Earth First! We'll Strip Mine the Other Planets Later."

 

Part of SBR is "repurposed" coal strip mine.  "The Scouts bought the land from Meadow Creek Coal Co. for several million dollars, Hartley said. " 

The acreage thus being repurposed from a surface coal strip mine has been variously described, from the Reservation being "located on" a former strip mine  (BSA: "strip-mine-turned-Scout-camp")  to only 1500 acres (about 14%)  being former strip mine.

Such sites  routinely create acidic water pollution as runoff leaches sulfur from coal-bearing strata exposed by strip mining , creating sulfuric acid.  In West Virginia, coal strip mining consists of tearing the tops off mountains and hills ("overburden") to expose the coal strata to surface mining.  Remediation consists of covering the exposed strata with sufficient soil and rock of the right sort to actually prevent water from reaching the coal-bearing strata exposed by the strip-mining.

From my modest experience dealing with CERCLA litigation, a site becomes a "Superfund site" under CERCLA with unlimited liability for owners and contributors when the EPA decides it is one.  Politics is involved to a considerable degree.  Often the persons and entities who created the environmental problems are decades gone, leaving the owner(s)  or minor contributors with total liability to the extent of their asssets  

A land owner can attempt to escape liability for remediation by  qualifying as an "Innocent Landowner" ("ILO") under amendments to CIRCLA   https://www.epa.gov/sites/production/files/2019-08/documents/common-elements-guide-mem-2019.pdf  One requirement for ILO status is that the landowner has disposed of NO hazardous materials on the site since become the owner.  A client was denied ILO status because it was proved that an employee buried five "empty" aerosol spray paint cans on the 500 acre property property. - a former sand quarry used for decades for disposal of millions of cubic feet of hazardous industrial waste, such as paint sludge, dry cleaning sludge, and metal acid etching bath sludge.  The client, with no political clout,  entered Chapter 7 bankruptcy (liquidation).

An innocent prospective purchaser unaffiliated with the current owner may receive a waiver of potential liability.  (The prospective purchaser, thus encouraged, can, thus, provide funds to be taken from the owner.)

None of the above is legal advice or may be taken as legal advice.

 

Edited June 22, 2020 by TAHAWK

[TAHAWK]

2013 Annual Financial Report, Note 9

The National Council has been named as a defendant in several lawsuits alleging inappropriate conduct by local council employees or Scouting unit volunteers, including allegations of conduct that did not occur within Scouting and allegations of incidents dating back as far as the early 1960s. The National Council is also aware of threatened and expanding litigation of a similar nature. Most of the cases claim specific amounts of compensatory damages and, in a few cases, unspecified amounts of punitive damages.

There continue to be additional lawsuits filed alleging sexual abuse, including claims for punitive damages. The National Council could be required to pay damages beyond those amounts out of its own funds to the extent the claims are not covered by insurance or if the insurance carriers are unable or unwilling to honor the claims.

Based upon the nature of and management’s understanding of the facts and circumstances that give rise to such actions and claims, management believes the reserves established by the General Liability Insurance Program of the National Council are sufficient to provide for the resolution of these lawsuits and, where not covered by the General Liability Insurance Program or its reserves, it is the opinion of the National Council that the total amount of payments in resolution of those lawsuits will not have a significant impact on the financial position or results of operations of the National Council.

 

[BAJ]

@TAHAWK  Thanks very much — very informative.

[fred8033]

On 6/21/2020 at 6:30 PM, ALongWalk said:

Hate to think negative but I think this means the BSA is going to have less than 4 high adventure bases sooner rather than later.

I'd hate to see BSA lose sea base.  It's an incredible and unique experience for scouts.  But then again, I'm betting BSA could partner with outside firms to provide similar experiences without owning the BSA asset.  But, I'd sure hate to see it lost.

Edited June 23, 2020 by fred8033

[fred8033]

On 6/21/2020 at 5:31 PM, RememberSchiff said:

... appraising value ...

Many of the scout properties were "donated".  Is there any information about rescinding rights for donated properties?  For example, if BSA chose to sell, the property ownership would revert back to the original owner.  

• Philmont was donated by Phillips family and there is discussion of restrictions.
• Big Monson was donated by Homer Formby.   
• The Submit was donated very recently. 

Were there rescinding rights that block sale ?

[CynicalScouter]

6 hours ago, fred8033 said:

Many of the scout properties were "donated".  Is there any information about rescinding rights for donated properties?  For example, if BSA chose to sell, the property ownership would revert back to the original owner. 

Bankruptcy offsets any such restrictions. If it is a BSA asset (and these are), then it can be forced sold to pay for debts. And it would not be BSA technically selling it; at that point BSA will be forced to turn the rights to the property over to a Bankruptcy trustee (by court order) who will then sell and transfer the proceeds to the creditors/claimants.

Playing a shell-game where BSA suddenly tried to transfer these properties back to the original donors would be seen as a ham-fisted effort to try and hide/divert assets subject to a bankruptcy proceeding and would fail. It may actually be worse than that because now it would drag final resolution of the bankruptcy for months and I can guarantee the media will run with the story ("Scouts hiding assets from victims.")

Edited June 23, 2020 by CynicalScouter

[RememberSchiff]

9 hours ago, fred8033 said:

Many of the scout properties were "donated".  Is there any information about rescinding rights for donated properties?  For example, if BSA chose to sell, the property ownership would revert back to the original owner.  

• Philmont was donated by Phillips family and there is discussion of restrictions.
• Big Monson was donated by Homer Formby.   
• The Submit was donated very recently. 

Were there rescinding rights that block sale ?

Good question. Recall last year, forum members asked the same when National mortgaged those properties.

Not all Chapter 11 court proceedings have been made public and worse, Search Documents has limited functionality. I would think the matter was discussed as the BSA asked for relief at the start, but has it been resolved by Bankruptcy Court maybe not.

I found this curious, from our Disclosure Statement for the Chapter 11 Plan for Reorganization (Feb 18,2020) , the BSA requested relief for certain properties.

https://casedocs.omniagentsolutions.com/cmsvol2/pub_47373/805684_21.pdf

page 37

Other Relief Requested on the Petition Date

1. Scheduling Motion for Asset Characterization Disputes

Concurrently with the commencement of these cases, the Debtors sought to establish a schedule for the Bankruptcy Court to hear and adjudicate any disputes regarding whether certain identified property of the BSA is subject to enforceable restrictions under applicable law and/or is otherwise unavailable to satisfy creditor claims

…and now 4 months later (June 18, 2020) when requesting court permission to hire appraisers.

https://casedocs.omniagentsolutions.com/cmsvol2/pub_47373/825916_868.pdf

page 4 , footnote 3

3 The Debtors do not waive the right to argue that the high adventure facilities are not available for creditor recoveries because, among other reasons, such facilities are subject to enforceable use restrictions under applicable law and/or that they hold such properties in a fiduciary capacity to carry out the Debtors’ charitable mission.

 

Edited June 23, 2020 by RememberSchiff

[fred8033]

8 hours ago, CynicalScouter said:

Bankruptcy offsets any such restrictions. If it is a BSA asset (and these are), then it can be forced sold to pay for debts. And it would not be BSA technically selling it; at that point BSA will be forced to turn the rights to the property over to a Bankruptcy trustee (by court order) who will then sell and transfer the proceeds to the creditors/claimants.

Playing a shell-game where BSA suddenly tried to transfer these properties back to the original donors would be seen as a ham-fisted effort to try and hide/divert assets subject to a bankruptcy proceeding and would fail. It may actually be worse than that because now it would drag final resolution of the bankruptcy for months and I can guarantee the media will run with the story ("Scouts hiding assets from victims.")

A transfer to hide or protect assets, yes.

But many donations do NOT 100% cut ties.  Donations can be conditional.  In fact, I believe there is a local camp donated for scout use, but if scouts choose to not use it as a camp anymore, the ownership transfers back to the original family / owners.  I doubt the local scout group could sell it for cash even under court order as they do not outright own it.  

[TAHAWK]

Ah, yes.  "Reversions"  Under such arrangements, BSA does not have title, only a possessory  interest for the stated purpose. 

"Transferring Property on Condition

A reversionary interest is created when a deed provides that the property transfer is “on condition that” or “only for so long as” the property described in the deed is used, or not used, for certain purposes. The reservation of a reversionary interest in a deed gives the original owner (and the owner’s heirs, successors and assigns) a powerful tool to take the land back if promises about future land use are broken.

See, In re Sojourner Douglas College, Inc. ex rel. Trustee v. Charles R. Goldstein, Trustee, et al., Adversary No. 18-00226, United States Bankruptcy Court for the Dist. of Maryland (2019)

[David CO]

44 minutes ago, fred8033 said:

A transfer to hide or protect assets, yes.

But many donations do NOT 100% cut ties.  Donations can be conditional.  In fact, I believe there is a local camp donated for scout use, but if scouts choose to not use it as a camp anymore, the ownership transfers back to the original family / owners.  I doubt the local scout group could sell it for cash even under court order as they do not outright own it.  

That's probably true.  The scout group couldn't sell it.  But it doesn't necessarily mean the bankruptcy court couldn't sell it. 

I very much doubt that BSA will be allowed to keep the summit.  It was an extravagant expense.  Allowing BSA to keep it would scandalous. 

I also don't think the bankruptcy court will see these facilities as a charitable function of BSA.  These national camps are very expensive, and they serve the wealthiest members of the organization.  They should be the first thing to go. 

Edited June 23, 2020 by David CO

[fred8033]

21 minutes ago, David CO said:

That's probably true.  The scout group couldn't sell it.  But it doesn't necessarily mean the bankruptcy court couldn't sell it. 

I very much doubt that BSA will be allowed to keep the summit.  It was an extravagant expense.  Allowing BSA to keep it would scandalous. 

I also don't think the bankruptcy court will see these facilities as a charitable function of BSA.  These national camps are very expensive, and they serve the wealthiest members of the organization.  They should be the first thing to go. 

It will be interesting to see if that is true.  From what I'm reading, the original donors wishes may need to be honored, even if it isn't within the boundaries of "BSA".  It will be truly interesting to see how this washes out.  If the property was purchased, it could be a very different story.