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Full title: Objection to (related document(s): 364 Notice (generic) filed by Debtor Studio Movie Grill Holdings, LLC) filed by Creditor Tyler Broadway/Centennial LP. (Moore, J.)

Document posted on Jan 12, 2021 in the bankruptcy, 7 pages and 0 tables.

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Tyler Broadway/Centennial LP, (the “Landlord”), and files this, it’s Objection to Notice of Cure Amounts with Respect to Executory Contracts and Unexpired Lease of Debtors (the “Objection”) regarding the cure amount set forth in the Amended Notice of Executory Contracts and Unexpired Leases Which May Be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code, In Connection with the Sale of SubstantiallyOn November 5, 2020, the Debtor filed the Motion of Debtor for Entry of Orders (I)(A) Approving Bid Procedures for Sale of Debtor’s Assets, (B) Scheduling Auction for and Hearing to Approve Sale of Debtor’s Assets, (C) Approving Form and Manner of Notice of Sale, Auction, and Sale Hearing, (D) Approving Assumption and Assignment Procedures, and (E)WHEREFORE, for all of the foregoing reasons, Landlord respectfully requests that any order entered that establishes cure amounts with respect to the Lease is consistent with the Objection and relief requested herein, and that the Court grant Landlord such other and further relief as is just and proper.Gross Sales shall mean and include any and all receipts and revenues from all business conducted at, upon or from the Premises by Tenant, all subtenants, licensees, concessionaires and assignees of Tenant, whether evidenced by cash, check, credit, charge account, exchange or otherwise, and shall include, but not be limited to, all amounts received from the sale of any goods or other merchandise in the Premises, for services performed on the Premises, from vending or other machines located within the Premises, and from orders of goods, merchandise, or services taken at the Premises (whether such orders are filled from the Premises or elsewhere).Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers of merchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv) fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi) sales of fixtures, machinery and equipment after use thereof not in the ordinary course of conduct of Tenant's business in the Premises; (vii) tips, discounts, and other complimentary items or services received by Tenant or its employees, (viii) any fees customarily charged in connection with customer credit or debit purchases, (ix) Tenant's receipts of revenue from concessionaires for any use of the Premises provided the sales revenue from those concessionaires is included in Gross Sales, (x) gift certificates, or like vouchers, until such time as the same shall have been converted into a sale by redemption in the Premises, and (xi) sales of alcoholic beverages if applicable law does not permit percentage rent to be paid or other revenue sharing to be done with respect to such beverages.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: Chapter 11 STUDIO MOVIE GRILL HOLDINGS, LLC, Case No. 20-32633 Debtor. Cure Objection Deadline: January 13, 2021 at 4:00 p.m. (CT) OBJECTION TO NOTICE OF CURE AMOUNTS WITH RESPECT TO EXECUTORY CONTRACTS AND UNEXPIRED LEASE OF DEBTORS COMES NOW Tyler Broadway/Centennial LP, (the “Landlord”), and files this, it’s Objection to Notice of Cure Amounts with Respect to Executory Contracts and Unexpired Lease of Debtors (the “Objection”) regarding the cure amount set forth in the Amended Notice of Executory Contracts and Unexpired Leases Which May Be Assumed and Assigned, Pursuant to Section 365 of the Bankruptcy Code, In Connection with the Sale of Substantially All of the Debtors' Assets and the Proposed Cure Amounts with Respect Thereto [Doc. No. 364] (“Cure Notice”), and in support thereof, respectfully states as follows: BACKGROUND 1. On October 23, 2020 (the “Petition Date”), the above-captioned debtor and debtor- in-possession (“Debtor”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (“Bankruptcy Code”). 2. Landlord and Movie Grill Concepts XXII, LLC are parties to an unexpired lease of nonresidential real property located in Tyler, Texas (the “Lease”). A true and correct copy of the Lease is attached hereto and incorporated by reference as Exhibit 1.

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3. On November 5, 2020, the Debtor filed the Motion of Debtor for Entry of Orders (I)(A) Approving Bid Procedures for Sale of Debtor’s Assets, (B) Scheduling Auction for and Hearing to Approve Sale of Debtor’s Assets, (C) Approving Form and Manner of Notice of Sale, Auction, and Sale Hearing, (D) Approving Assumption and Assignment Procedures, and (E) Granting Related Relief and (II)(A) Approving Sale of Debtor’s Assets, (B) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, and (C) Granting Related Relief (Doc. No. 347) (“Bid Procedures Motion”), pursuant to which they sought approval of bidding procedures for a sale of the Debtor’s assets. 4. On December 21, 2020, in conjunction with the Bid Procedures Motion, the Debtor filed the Cure Notice, which lists the Debtor’s proposed cure amount for the Lease in the amount of $0.00. (“Proposed Cure Amount”). OBJECTION 5. Landlord objects to the Proposed Cure Amount as it is inaccurate according to Landlord’s books and records. The actual cure amount due under the Lease is no less than $618,926.94 as of the Petition Date. Further, additional amounts totaling $230,005.84 have come due post petition and remain unpaid as of the date of this objection. 6. As the Debtor’s Proposed Cure Amount does not take into consideration the passage of time between the filing of the Cure Notice and the effective date of any assumption and assignment of the Lease by the Debtor, any order that is entered establishing a cure amount with respect to the Lease should require that the Debtor (i) comply with all obligations under the Lease pending it’s assumption and assignment, and (ii) cure any additional defaults that may occur under the Lease between the date of Landlord’s proof of claim and the effective date of any assumption and assignment by the Debtor. See 11 U.S.C. § 365(b)(1).

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7. Further, Landlord may be entitled to certain attorneys’ fees and costs under Section 365 of the Bankruptcy Code. See In re F&N Acquisition Corp., 152 B.R. 304, 308 (Bankr. W.D. Wash. 1993); In re Westworld Community Healthcare, Inc., 95 B.R. 730, 733 (Bankr. C.D. Cal. 1989); and In re Child World, Inc., 161 B.R. 349, 353-354 (Bankr. S.D.N.Y. 1993). The cure amount should include all of Landlord’s attorneys’ fees and costs to which it is entitled under the Lease. JOINDER 8. Landlord joins in the objections to the Debtor’s requested relief filed by other landlords and parties-in-interest to the extent they are not inconsistent with the Objection. RESERVATION OF RIGHTS 9. Nothing in this Objection is intended to be, or should be construed as, a waiver by Landlord of any of their rights under the Lease, the Bankruptcy Code, or applicable law. Landlord expressly reserves all such rights, including, without limitation, the right to: (i) supplement and/or amend this Objection and to assert additional objections to the proposed assumption and assignment of the Lease on any and all grounds; (ii) amend the cure amount; (iii) assert additional non-monetary defaults under the Lease; (iv) assert any rights for indemnification or contribution Debtor, as applicable, arising under the Lease; and (v) assert any further objections as they deem necessary or appropriate. WHEREFORE, for all of the foregoing reasons, Landlord respectfully requests that any order entered that establishes cure amounts with respect to the Lease is consistent with the Objection and relief requested herein, and that the Court grant Landlord such other and further relief as is just and proper. Dated: January 13, 2021

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CONDON TOBIN SLADEK THORNTON NERENBERG PLLC /s/ J. Seth Moore J. Seth Moore Texas Bar No. 24027522 8080 Park Lane, Suite 700 Dallas, Texas 75231 Telephone: (214) 265-3800 Facsimile: (214) 691-6311 smoore@condontobin.com astorm@condontobin.com ATTORNEYS FOR TYLER BROADWAY/ CENTENNIAL LP

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CERTIFICATE OF SERVICE The undersigned certifies that, on January 13, 2021, a true and correct copy of the foregoing document was served via the Court’s Electronic Case Filing (ECF) system upon all parties registered to receive electronic notices in this case, including the Office of the United States Trustee, the chapter 11 trustee, and counsel for the Official Committee of Unsecured Creditors. /s/ J. Seth Moore J. Seth Moore

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RE: Store # - Location: 022 - Tyler Landlord Entity: Tyler Broadway/Centennial LP Tenant Entity: Movie Grill Concepts XXII, LLC dba Studio Movie Grill Demised Premises: 8954 S. Broadway Avenue, Tyler, TX 75703 Date of this Document: October 27, 2020 Landlord and Tenant (the “Parties”) or their predecessors entered into a Lease for the above-referenced Demised Premises dated ___________________________. The Parties now desire to amend the Lease (which term shall include all amendments and extensions thereto and shall be collectively referred to as the “Lease”). This agreement (“Lease Amendment”), when executed by all Parties, shall amend the Lease unless sooner terminated in accordance with the terms of the Lease. The Lease shall be amended as follows: 1. Rent Waiver: Landlord hereby agrees to waive any and all amounts owed through October 31, 2020. This includes, but is not limited to rent, CAM, Insurance, Taxes, etc. If Landlord had previously agreed to defer any rent payments, Landlord hereby agrees to waive those amounts in full. 2. Base Rent: Commencing November 1, 2020, in lieu of the Base or Minimum Rent as current set forth in the lease, Base rent shall be paid as follows: • November 1, 2020–December 31, 2021: Base Rent shall equal 10% of Gross Sales (as defined in Exhibit A attached) • January 1, 2022–December 31, 2023: Base rent shall equal the Greater of 10% of Gross Sales or 50% of the current Base Rent Percentage Rent shall be paid by the 20th of each month based on sales for the previous month. 3. CAM and Insurance: Tenant will continue to pay CAM and Insurance in accordance with the terms of the Lease. 4. Taxes: If Tenant is responsible to pay real estate taxes to the Landlord pursuant to the Lease, Landlord agrees that such real estate taxes can be paid by Tenant in 12 equal monthly installments. 5. This Agreement may be executed by hand and/or electronically, in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Electronic transmission or retransmission (including the email delivery of documents in Adobe PDF format) of any signed original counterpart shall be deemed the same as the delivery of the original. AGREED AND ACCEPTED Tenant: Movie Grill Concepts XXII, LLC Landlord: Tyler Broadway/Centennial LP By:_____________________________ By:______________________________ Name, Title:______________________ Name, Title:_______________________ Date:____________________________ Date:_____________________________

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Exhibit A “Gross Sales” (a) Gross Sales shall mean and include any and all receipts and revenues from all business conducted at, upon or from the Premises by Tenant, all subtenants, licensees, concessionaires and assignees of Tenant, whether evidenced by cash, check, credit, charge account, exchange or otherwise, and shall include, but not be limited to, all amounts received from the sale of any goods or other merchandise in the Premises, for services performed on the Premises, from vending or other machines located within the Premises, and from orders of goods, merchandise, or services taken at the Premises (whether such orders are filled from the Premises or elsewhere). (b) Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers of merchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv) fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi) sales of fixtures, machinery and equipment after use thereof not in the ordinary course of conduct of Tenant's business in the Premises; (vii) tips, discounts, and other complimentary items or services received by Tenant or its employees, (viii) any fees customarily charged in connection with customer credit or debit purchases, (ix) Tenant's receipts of revenue from concessionaires for any use of the Premises provided the sales revenue from those concessionaires is included in Gross Sales, (x) gift certificates, or like vouchers, until such time as the same shall have been converted into a sale by redemption in the Premises, and (xi) sales of alcoholic beverages if applicable law does not permit percentage rent to be paid or other revenue sharing to be done with respect to such beverages.