Nothing has come easy for Marise Cipriani in Colorado.
Last month the owner of the struggling Granby Ranch ski and golf resort community in Grand County told local leaders she was walking away from the property she had developed for nearly 25 years and handing it over to a lender.
That deed in lieu of foreclosure deal isn’t good enough for the lender, who argues the property is not worth the debt Cipriani owes and that her recent actions could be damaging the value of the property.
Citing a staggering $62 million debt, the lender, Granby Prentice, last week filed a lawsuit asking a Grand County District Court judge to begin judicial foreclosure proceedings and appoint a receiver to control and auction the nearly 5,000-acre ski and golf resort.
If the Grand County judge agrees that Cipriani is in default on her loans, the property will be controlled by a third-party and sold at auction. It is unclear how the foreclosure would impact the ski area.
The idea of a court-ordered foreclosure worries residents in and around the resort, which is part of the Town of Granby. Granby spent a decade watching a bankrupt luxury golf resort on the other side of town languish, its golf cart paths and tee boxes choked with weeds. When the mountain real estate market collapsed in 2009, the bankruptcy of that Orvis Shorefox golf resort marked the largest in Grand County’s history.
“I’m disappointed to see that this is going through a judicial foreclosure,” said Granby Mayor Paul Chavoustie. “A deed in lieu seems like it would have been quicker, cleaner, and would allow a new buyer to take over faster.”
Cipriani, in an email exchange with The Colorado Sun, said she was working to avoid a foreclosure of the ski and golf resort she purchased for $12 million in 1995, when it was known as Silver Creek.
“A foreclosure was not our option,” she wrote. “We really tried to work with the lender and give the deed in lieu in order to preserve, as much as possible, the value of the property … that I worked for 25 years of my life. It is what it is. It was a right they had to file for a foreclosure, and they exercised it.”
The filing by lender Granby Prentice shines a rare light on Cipriani’s nearly 20-year struggle to keep alive her dream of a multi-season resort supported by more than 4,000 homes. It has been a consistently grueling struggle for the Brazilian heiress to an airline and meatpacking empire.
Granby Prentice took over Cipriani’s debt from her previous lender Redwood Capital Finance Company in April 2016, even though the two entities share the same Los Angeles, California address as real estate investment firm Pacific Coast Capital Partners. Pacific Coast Capital Partners will manage the resort operation when it takes control of the property, Granby Prentice has told Granby town leaders.
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Phil Russick, a partner in Pacific Coast’s San Francisco office who signed the Grand County filings, did not return emails seeking comment.
Since 2005, Redwood and Granby Prentice have negotiated five promissory notes with Cipriani and 22 modifications. A 2005 loan, back when Cipriani called her property Solvista, delivered $29.5 million. An amendment in 2011 allowed Cipriani to borrow up to $55.84 million from Redwood Capital. As of Jan. 1, Cipriani had borrowed $47.56 million and owed Granby Prentice another $14.58 million in interest and about $668,000 in fees.
Cipriani was close to selling her resort last year. In a letter she submitted to Granby’s Board of Trustees in December announcing the intended deed-in-lieu deal, she said Granby Prentice nixed the sale agreement and “declined to proceed with a sale on terms acceptable to the buyer.”
That might be because Granby Prentice says Cipriani owes more than her resort is worth.
“The property is inadequate security for repayment of the loan because, upon information and belief, the fair market value of the such collateral is less than the amount outstanding under the amended and restated note and the loan agreement,” reads Granby Prentice’s complaint filed Jan. 10 in Grand County District Court.
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Cipriani, in her Jan. 14 response to the complaint filed in Grand County, said Granby Prentice indicated it was ready to accept the sale agreement but “it later changed its mind and made unreasonable demands that could have jeopardized the ongoing operation of the resort.” She said in the response that she alerted Granby Prentice months ago about “a myriad of issues that would arise if lender failed to fund certain items.”
“Therefore, if any crises exist, it was created by lender’s malfeasance and own gross embellishment of the factual circumstances,” reads Cipriani’s response to Granby Prentice’s “emergency” motion for the court to appoint a receiver, in which she argues her lender “mischaracterizes the history of events and fails to demonstrate any emergency.” “To the extent any exigent circumstances exist it is because of lender’s inaction.”
Granby Prentice isn’t alone in seeking money from Cipriani. That line is long.
A year after Cipriani announced she was selling her resort in November 2017, her sister sued her seeking a court-ordered lien on the property after she was unable to pay back a $19.2 million loan dating to 2013. That case in Denver District Court has been sealed.
The Town of Granby is demanding $3 million from her to repair crumbling roads. Cipriani has $1.7 million in bonds for the repairs and repeatedly delayed payment last year, citing a pending sale. The town has called those bonds and is not issuing any building permits or certificates of occupancy until the $1.3 million gap in funding for road repairs is paid.
The Headwaters Metropolitan District — one of 10 special districts formed inside Granby Ranch to pay for development and infrastructure — has filed a lien against Cipriani’s Granby Realty Holdings company for $400,000 to pay for road repairs.
And the family of Kelly Huber is suing the resort for wrongful death. The Texas mother and her two daughters were thrown from a Granby Ranch chairlift in December 2016, killing Huber and seriously injuring the children. A state investigation showed that the chairlift’s recently modified electric drive system caused rapid speed changes that swung the chair into a tower, ejecting Huber and her girls. That case is ongoing.
Granby Prentice argues that Cipriani is jeopardizing the value of the property by not fulfilling obligations to keep portions of the ranch zoned for agricultural use, which means it is taxed at a much lower rate than residential land. It also argues the liens filed against the property also are reducing its value.
Granby Prentice says Cipriani is close to losing a seat on the Headwaters Metropolitan District, which serves as the administrator for the resort and controls all infrastructure, maintenance and administration at the property, including the ski and golf operations at Granby Ranch.
She is required to sell a homesite inside the district in Granby Ranch every two years and if she is unable to sell a lot by Jan. 20, she — or the lender who takes over the property — will no longer be able to have a voice on the Headwaters Metropolitan District.
Granby Prentice says it has worked with Cipriani to prevent the loss of control of the service district — even offering to pay the road-repair debt owed to the Headwaters Metropolitan District and find a buyer for a homesite — but Cipriani “has refused to cooperate unless Granby Prentice makes a number of concessions … and pays certain other obligations,” the complaint reads.
In her response to the complaint, Cipriani said she had presented Granby Prentice with the need to sell a homesite but the lender “indicated it would not act on such matters until it became owner.”
If the Grand County District Court allows the foreclosure to continue, it will join a bankruptcy proceeding involving Cipriani that is underway in Miami. Cipriani and her husband, Celso, and their various companies have been mired for 10 years in a case in U.S. Bankruptcy Court in the Southern District of Florida that involves her family’s defunct Transbrasil Airlines in Brazil.
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Cipriani’s father, Omar Fontana, created the airline in the 1950s, ferrying his father’s livestock from the family’s growing business in Concordia to markets in São Paulo. Transbrasil was Brazil’s third-largest airline when Fontana died in 2000. The airline filed for bankruptcy in 2002.
Today, the Ciprianis and their various companies are battling with court-appointed trustees representing Transbrasil. The trustees are trying to track a $100 million Real Brazilian bailout of the airline and have issued 16 subpoenas to a variety of financial firms that work with the Ciprianis, including Redwood Capital in 2013. The “Cipriani Group” — as it is called in the Florida court documents — argues it has lost accounting books and has filed motion after motion seeking to block the trustees from accessing Cipriani financial records and loan information.
“This discovery saga has been going on so long that it is cumbersome to summarize in a narrative form,” reads the latest filing by the trustees arguing against the Cipriani motions for a protective order restricting their access to bank documents. Instead, the trustees crafted a flow chart showing all the motions for protective orders filed by the Cipriani family and their various companies, Cave Creek Holdings Corp., Guimel Business Ltd., Solvista Corp., and Marigrove, Inc. The Ciprianis and the companies are subject to “freeze orders” issued by the Brazilian Bankruptcy Court that prevents them from transferring assets and attaches liens to all property controlled by the family and its businesses.
“The Brazilian Appellate Court concluded that the suspicious transfers and cash deposits, when coupled with the failure to present the mandatory books ‘gives credence to allegations that the destination of these large transfers was concealed and the amounts were apparently embezzled,’” reads the December 2019 motion filed by trustees in the Florida Chapter 15 bankruptcy proceeding.
Cipriani denies any allegation of wrongdoing, noting that all the money she has borrowed — $42 million from Redwood and $19 million from her sister — has gone into the Grand County project.
“For 25 years this coming September — but I started doing due diligence in January of 1995 — all funds have been properly accounted for and all of it has been used in Granby Ranch, under the very smart and careful eyes of this lender or previous lenders,” she said.
Homeowners and Town of Granby officials say the resort could sell if Cipriani and her lenders could reach a deal. Already many resort operators and investors have looked at the property and expressed a willingness to negotiate a deal.
“There’s no shortage of interested buyers,” Granby’s Mayor Chavoustie said. “I’ve been fielding quite a few calls from parties who would like a chance to purchase the project.”
It was in November 2017 that Cipriani announced she was ready to hand off Granby Ranch to the next owner. Homeowners in the resort community “are ready for that next step,” resident Matt Girard said.
“It seems like a legal battle is only going to draw things out and it’s pretty obvious they are not going to work things out,” Girard said. “Road repairs have been delayed because of her financial woes … and it looks like we have another 12 to 18 months before anything happens. From my perspective, whether she sells or gives deed in lieu of foreclosure or she is foreclosed on, it’s all the same. I’m just looking forward to the next step. It doesn’t matter how we get there. I just want this done with so we can move on and the resort can move on.”