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Full title: Appellant designation of contents for inclusion in record on appeal and statement of issues on appeal. filed by Creditor First Horizon Bank, as successor by merger to Iberiabank (RE: related document(s)1018 Notice of appeal). Appellee designation due by 09/23/2021. (Moore, J.)

Document posted on Sep 8, 2021 in the bankruptcy, 9 pages and 0 tables.

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William G. Whitehill Texas State Bar No. 21356550 8080 Park Lane, Suite Dallas, Texas 75231 In re: § Case No. 20-32633-SGJ-11 § Studio Movie Grill Holdings, LLC, et al., § (Chapter 11) § Debtors. § (Jointly Administered) § APPELLANT FIRST HORIZON BANK’S DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL AND STATEMENT OF ISSUES TO BE PRESENTED Pursuant to Rule 8009 of the Federal Rules of Bankruptcy Procedure, Appellant First Horizon Bank, having filed a Notice of Appeal [Docket No. 1018] on August 26, 2021, files this Appellant First Horizon Bank’s Designation of Items to be Included in the Record on Appeal and Statement of Issues to be Presented in the above-captioned case and requests that the Clerk prepare and forward the items listed to the District Court for inclusion in the record in connection with this appeal.Whether the Bankruptcy Court erred in determining that the Disputed Fixtures, despite their attachment to the premises, “should be deemed unattached and readily movable—when giving these terms their ordinary meaning under North Carolina law” when the Prosperity Lease explicitly and unambiguously provides that “[a]ll alterations, additions, improvements and fixtures (other than Tenant’s unattached, readily movable furniture and office equipment) which may be made or installed by either party upon the Premises shall remain upon and be surrendered with the Premises and become the property of Landlord at the termination of this Lease.” 3. Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Order Granting In Part Movie Grill Concepts XXXII, LLC’s Emergency Motion (I) to Enforce Plan and Confirmation Order and (II) for an Order (A) to Show Cause Why First Horizon Bank, As Successor By Merger to Iberiabank, Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc.J. Seth Moore Texas State Bar No. 24027522 William G. Whitehill Texas State Bar No.

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CONDON TOBIN SLADEK THONRTON NERENBERG PLLC Aaron Z. Tobin Texas State Bar No. 24028045 J. Seth Moore Texas State Bar No. 24027522 William G. Whitehill Texas State Bar No. 21356550 8080 Park Lane, Suite Dallas, Texas 75231 Telephone: (214) 265-3800 Facsimile: (214) 691-6311 atobin@condontobin.com smoore@condontobin.com bwhitehill@condontobin.com SHUMAKER, LOOP & KENDRICK, LLP Ronald D. P. Bruckmann (NC Bar No. 53693) Admitted Pro Hac Vice 101 S. Tryon Street, Suite 2200 Charlotte, North Carolina 28280 Telephone: (704) 375-0057 Facsimile: (704) 332-1197 rbruckmann@shumaker.com ATTORNEYS FOR APPELLANT FIRST HORIZON BANK IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Case No. 20-32633-SGJ-11 § Studio Movie Grill Holdings, LLC, et al., § (Chapter 11) § Debtors. § (Jointly Administered) § APPELLANT FIRST HORIZON BANK’S DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL AND STATEMENT OF ISSUES TO BE PRESENTED Pursuant to Rule 8009 of the Federal Rules of Bankruptcy Procedure, Appellant First Horizon Bank, having filed a Notice of Appeal [Docket No. 1018] on August 26, 2021, files this Appellant First Horizon Bank’s Designation of Items to be Included in the Record on Appeal and Statement of

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Issues to be Presented in the above-captioned case and requests that the Clerk prepare and forward the items listed to the District Court for inclusion in the record in connection with this appeal. DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL
Table 1 on page 2. Back to List of Tables
Item
No.
Dkt.
No.
Date Record Item
1 Docket Sheet
2 17 10/23/20 Motion to reject executory contract or unexpired lease filed by
Debtor Studio Movie Grill Holdings, LLC
3 394 1/5/21 Chapter 11 plan filed by Debtor Studio Movie Grill Holdings,
LLC
4 395 1/5/21 Disclosure statement filed by Debtor Studio Movie Grill
Holdings, LLC, and all exhibits, schedules or attachments
thereto.
5 552 1/27/21 Second Order (A) Partially Granting Debtors' Second Motion for
Order Under Section 365 and 554 of the Bankruptcy Code (I)
Authorizing the Debtors to Reject Certain Unexpired
Commercial Real Property Leases (related document # 17)
6 616 2/11/21 Amended disclosure statement filed by Debtor Studio Movie
Grill Holdings, LLC, and all exhibits, schedules or attachments
thereto.
7 619 2/11/21 Amended chapter 11 plan filed by Debtor Studio Movie Grill
Holdings, LLC (RE: related document(s)617 Chapter 11 plan)
8 700 3/5/21 Amended chapter 11 plan filed by Debtor Studio Movie Grill
Holdings, LLC (RE: related document(s)619 Chapter 11 plan)
9 701 3/5/21 Notice of Filing Redline of Second Amended Joint Plan of
Reorganization for Studio Movie Grill Holdings, LLC and
Jointly Administered Debtors filed by Debtor Studio Movie Grill
Holdings, LLC (RE: related document(s)700 Amended chapter
11 plan filed by Debtor Studio Movie Grill Holdings, LLC (RE:
related document(s)619 Chapter 11 plan).)

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Table 1 on page 3. Back to List of Tables
Item
No.
Dkt.
No.
Date Record Item
10 702 3/5/21 Notice of Filing of Supplement to the Second Amended Joint
Plan of Reorganization for Studio Movie Grill Holdings, LLC
and Jointly Administered Debtors filed by Debtor Studio Movie
Grill Holdings, LLC (RE: related document(s)700 Amended
chapter 11 plan filed by Debtor Studio Movie Grill Holdings,
LLC, and all exhibits, schedules or attachments thereto.
11 705 3/8/21 Notice of Filing of Second Supplement to the Second Amended
Joint Plan of Reorganization for Studio Movie Grill Holdings,
LLC and Jointly Administered Debtors filed by Debtor Studio
Movie Grill Holdings, LLC (RE: related
document(s)702 Notice of Filing of Supplement to the Second
Amended Joint Plan of Reorganization for Studio Movie Grill
Holdings, LLC and Jointly Administered Debtors filed by Debtor
Studio Movie Grill Holdings, LLC (RE: related
document(s)700 Amended chapter 11 plan filed by Debtor
Studio Movie Grill Holdings, LLC, and all exhibits, schedules or
attachments thereto.
12 834 3/25/21 Amended chapter 11 plan filed by Debtor Studio Movie Grill
Holdings, LLC (RE: related document(s)700 Chapter 11 plan)
13 843 3/25/21 Notice of Filing of Third Supplement to the Third Amended Joint
Plan of Reorganization for Studio Movie Grill Holdings, LLC
and Jointly Administered Debtors filed by Debtor Studio Movie
Grill Holdings, LLC (RE: related document(s)834 Amended
chapter 11 plan filed by Debtor Studio Movie Grill Holdings,
LLC, and all exhibits, schedules or attachments thereto.
14 849 3/26/21 Stipulation as to Extension of Deadlines (I) On Abandonment of
Personal Property and (II) to Object to the Lockard Application
for Administrative Expense Claim
15 869 3/31/21 Fourth Amended chapter 11 plan filed by Debtor Studio Movie
Grill Holdings, LLC (RE: related document(s)834 Chapter 11
plan)
16 872 3/31/21 Notice of Filing of Redline Comparison of Plan of
Reorganization and Confirmation Order filed by Debtor Studio
Movie Grill Holdings, LLC, and all exhibits, schedules or
attachments thereto.

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Table 1 on page 4. Back to List of Tables
Item
No.
Dkt.
No.
Date Record Item
17 874 3/31/21 Findings of Fact and Conclusion of Law and Order Confirming
the Debtors' Fourth Amended Joint Chapter 11 Plan of
Reorganization (RE: related document(s)869 Chapter 11 plan
filed by Debtor Studio Movie Grill Holdings, LLC)
18 917 4/19/21 Notice of (I) Entry of Order Confirming the Debtors' Fourth
Amended Joint Chapter 11 Plan of Reorganization and (II)
Occurrence of the Effective Date filed by Debtor Studio Movie
Grill Holdings, LLC
19 932 5/7/21 Stipulation as to Extension of Deadlines and to Object to The
Lockard Application for Administrative Expense Claim until
5/31/2021
20 959 6/8/21 Stipulation as to Extension of Deadlines and to Object to the
Lockard Application for Administrative Expense Claim
21 972 7/1/21 Fourth Stipulation as to Extension of Deadlines and to Object to
the Lockard Application for Administrative Expense Claim
22 997 8/13/21 Emergency Motion to enforce Plan and Confirmation Order and
(II) For an Order (A) To Show Cause Why First Horizon Bank,
as Successor by Merger to Iberiabank, Lockard Midland Square,
LLC, Midland Tower Properties, LLC, and Lockard
Development, Inc. Should Not be Held in Contempt of Court and
(B) Granting an Award of Sanctions filed by Reorganized Debtor
Movie Grill Concepts XXXII, LLC, and all exhibits, schedules
or attachments thereto.
23 998 8/16/21 Notice of hearing filed by Debtor Studio Movie Grill Holdings,
LLC (RE: related document(s)997).
24 999 8/16/21 Witness and Exhibit List filed by Debtor Studio Movie Grill
Holdings, LLC
25 1001 8/18/21 Amended Notice of hearing filed by Debtor Studio Movie Grill
Holdings, LLC

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Table 1 on page 5. Back to List of Tables
Item
No.
Dkt.
No.
Date Record Item
26 1003 8/18/21 Amended Motion to enforce Plan and Confirmation Order and
(II) For an Order (A) To Show Cause Why First Horizon Bank,
as Successor by Merger to Iberiabank, Lockard Midland Square,
LLC, Midland Tower Properties, LLC, and Lockard
Development, Inc. Should Not be Held in Contempt of Court and
(B) Granting an Award of Sanctions filed by Debtor Studio
Movie Grill Holdings, LLC
27 1006 8/18/21 Response filed by First Horizon Bank, as successor by merger to
Iberiabank, and all exhibits, schedules or attachments thereto.
28 1007 8/18/21 Witness and Exhibit List filed by First Horizon Bank, and all
exhibits, schedules or attachments thereto.
29 1008 8/19/21 Amended Exhibit List filed by Debtor Studio Movie Grill
Holdings, LLC, and all exhibits, schedules or attachments
thereto.
30 1009 8/19/21 Joinder filed by Creditor Goldman Sachs Specialty Lending
Group, L.P.
31 1015 8/24/21 ORDER GRANTING IN PART MOVIE GRILL CONCEPTS
XXXII, LLCS EMERGENCY MOTION (I) TO ENFORCE
PLAN AND CONFIRMATION ORDER AND (II) FOR AN
ORDER (A) TO SHOW CAUSE WHY FIRST HORIZON
BANK, AS SUCCESSOR BY MERGER TO IBERIABANK,
LOCKARD MIDLAND SQUARE, LLC, MIDLAND TOWER
PROPERTIES, LLC, AND LOCKARD DEVELOPMENT,
INC. SHOULD NOT BE HELD IN CONTEMPT OF COURT
AND (B) GRANTING AN AWARD OF SANCTIONS
32 1018 8/26/21 Notice of Appeal filed by First Horizon Bank
Court Admitted Hearing Exhibits None None None
33 1010 8/20/21 Court admitted exhibits date of hearing August 20, 2021:
(COURT ADMITTED DEBTOR'S EXHIBIT'S #A, #B, #C, #D,
#K, #L, #M, #N, #O, #P, #Q, #R, #S, #T & #U; TOOK
JUDICIAL NOTICE OF EXHIBIT'S #E, #F, #G, #H, #I, #J
OFFERED BY JEFFREY VETETO AND JUDICIAL NOTICE
OF DOC.'S #552, #849, #932, #959 & #972 OFFERED BY
SETH MOORE)

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Table 1 on page 6. Back to List of Tables
Transcripts
34 1017 8/24/21 Transcript regarding Hearing Held 08/20/2021 (93 pages) RE:
Emergency Motion to Enforce Plan and Confirmation Order.
{remainder of page intentionally left blank}

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STATEMENT OF ISSUES PRESENTED1 1. Whether the Bankruptcy Court erred by granting, in part, Movie Grill Concepts XXXII, LLC’s Emergency Motion (I) to Enforce Plan and Confirmation Order, including but not limited to, whether the bankruptcy court awarded relief and/or impacted rights (i) not authorized by the Bankruptcy Code, or (ii) outside of the court’s jurisdiction. 2. Whether the Bankruptcy Court erred in determining that the Disputed Fixtures, despite their attachment to the premises, “should be deemed unattached and readily movable—when giving these terms their ordinary meaning under North Carolina law” when the Prosperity Lease explicitly and unambiguously provides that “[a]ll alterations, additions, improvements and fixtures (other than Tenant’s unattached, readily movable furniture and office equipment) which may be made or installed by either party upon the Premises shall remain upon and be surrendered with the Premises and become the property of Landlord at the termination of this Lease.” 3. Whether the Bankruptcy Court erred in finding that the Disputed Fixtures and property of the estate located on the premises revested in the Reorganized Debtor on the April 15, 2021 Effective Date of the Plan, despite the stipulations between the Debtors and Landlord, which were adopted as rulings of the court, providing that no personal property on the premises would be deemed abandoned until July 31, 2021. 4. Whether the Bankruptcy Court erred in finding that First Horizon violated the Plan, the Plan Injunction, the Plan Discharge, and the Confirmation Order. 1 Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Order Granting In Part Movie Grill Concepts XXXII, LLC’s Emergency Motion (I) to Enforce Plan and Confirmation Order and (II) for an Order (A) to Show Cause Why First Horizon Bank, As Successor By Merger to Iberiabank, Lockard Midland Square, LLC, Midland Tower Properties, LLC, and Lockard Development, Inc. Should Not be Held in Contempt of Court and (B) Granting Sanctions [Dkt. 1015].

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CERTIFICATE REGARDING TRANSCRIPTS Pursuant to Rule 8009(b)(1)(B) of the Federal Rules of Bankruptcy Procedure, Appellant hereby files this certificate stating that Appellant is not ordering any transcripts. All transcripts have been prepared, are filed on the docket, and are designated in the foregoing designation of the record. RESERVATION OF RIGHTS First Horizon expressly reserves the right to amend or supplement this Designation and Statement of Issues and/or to object, or otherwise supplement or move to strike or modify, some or all of any designation filed by any other party to this appeal. This filing is made expressly subject to, and without waiver, of any and all rights, remedies, challenges and objections. DATED: September 9, 2021 Respectfully submitted, /s/ J. Seth Moore CONDON TOBIN SLADEK THORNTON NERENBERG, PLLC Aaron Z. Tobin Texas State Bar No. 24028045 J. Seth Moore Texas State Bar No. 24027522 William G. Whitehill Texas State Bar No. 21356550 8080 Park Lane, Suite 700 Dallas, Texas 75231 atobin@condontobin.com smoore@condontobin.com bwhitehill@condontobin.com SHUMAKER, LOOP & KENDRICK, LLP Ronald D. P. Bruckmann (NC Bar No. 53693) Admitted Pro Hac Vice 101 S. Tryon Street, Suite 2200 Charlotte, North Carolina 28280 Telephone: (704) 375-0057 Facsimile: (704) 332-1197 ATTORNEYS FOR FIRST HORIZON BANK

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CERTIFICATE OF SERVICE The undersigned hereby certifies that on September 9, 2021, he caused a true and correct copy of the foregoing document to be served via email through the Bankruptcy Court’s electronic Case Filing System on those parties that have consented to such service. /s/ J. Seth Moore J. Seth Moore

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