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Full title: Objection to (related document(s): 403 Motion to compel abandonment of Property. Fee amount $188, filed by Creditor Bwana Theater Partners, LLC) filed by Debtor Studio Movie Grill Holdings, LLC. (Wright, Frank)

Document posted on Jan 17, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

§ Jointly Administered DEBTORS’ OBJECTION TO BWANA THEATER PARTNERS,The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC ManagementHoldings, LLC and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors” or the “SMG”), file this Objection (the “Objection”) to Bwana Theater Partners, LLC’s (“Bwana”)The statements in Paragraph 16 of the Motion constitute a request for relief from Bwana, to that extent the Debtors deny such

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Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 ATTORNEYS FOR STUDIO MOVIE GRILL HOLDINGS, LLC, et al. IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § § DEBTORS. § Jointly Administered DEBTORS’ OBJECTION TO BWANA THEATER PARTNERS, LLC’S MOTION (I) TO COMPEL ABANDONMENT OF PROPERTY; (II) TO AMEND OR CLARIFY ORDER REJECTING LEASES; AND (III) FOR FURTHER RELIEF 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Studio Movie Grill Holdings, LLC (6546) (“SMG Holdings”); OHAM Holdings, LLC (0966); Movie Grill Concepts Trademark Holdings, LLC (3096); Movie Grill Concepts I, Ltd. (6645); Movie Grill Concepts III, Ltd. (2793); Movie Grill Concepts IV, Ltd. (1454); Movie Grill Concepts IX, LLC (3736); Movie Grill Concepts VI, Ltd. (6895); Movie Grill Concepts VII, LLC (2291); Movie Grill Concepts X, LLC (6906); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XII, LLC (6040); Movie Grill Concepts XIII, LLC (5299); Movie Grill Concepts XIV, LLC (4709); Movie Grill Concepts XIX, LLC (9646); Movie Grill Concepts XL, LLC (4454); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLII, LLC (2309); Movie Grill Concepts XLIII, LLC (9721); Movie Grill Concepts XLIV, LLC (8783); Movie Grill Concepts XLV, LLC (2570); Movie Grill Concepts XV, LLC (4939); Movie Grill Concepts XVI, LLC (1033); Movie Grill Concepts XVII, LLC (1733); Movie Grill Concepts XVIII, LLC (8322); Movie Grill Concepts XX, LLC (7300); Movie Grill Concepts XXI, LLC (1508); Movie Grill Concepts XXII, LLC (6748); Movie Grill Concepts XXIV, LLC (5114); Movie Grill Concepts XXIX, LLC (5857); Movie Grill Concepts XXV, LLC (4985); Movie Grill Concepts XXVI, LLC (5233); Movie Grill Concepts XXVII, LLC (4427); Movie Grill Concepts XXVIII, LLC (1554); Movie Grill Concepts XXX, LLC (1431); Movie Grill Concepts XXXI, LLC (3223); Movie Grill Concepts XXXII, LLC (0196); Movie Grill Concepts XXXIII, LLC (1505); Movie Grill Concepts XXXIV, LLC (9770); Movie Grill Concepts XXXIX, LLC (3605); Movie Grill Concepts XXXV, LLC (0571); Movie Grill Concepts XXXVI, LLC (6927); Movie Grill Concepts XXXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); Studio Club IV, LLC (9440); Movie Grill Concepts XI, LLC (2837); Movie Grill Concepts XLI, LLC (4624); Movie Grill Concepts XLVI, LLC (2344); Movie Grill Concepts XLVII, LLC (5866); Movie Grill Concepts XLVIII, LLC (8601); Movie Grill Concepts XLIX, LLC (0537); Movie Grill Concepts L, LLC (5940); Movie Grill Concepts LI, LLC (7754); Movie Grill Concepts LII, LLC (8624); Movie Grill Concepts LIII, LLC (3066); Movie Grill Concepts LIV, LLC (2018); Movie Grill Concepts LV, LLC (4699); Movie Grill Partners 3, LLC (4200); Movie Grill Partners 4, LLC (1363); Movie Grill Partners 6, LLC (3334); and MGC Management I, LLC (3224).

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Studio Movie Grill Holdings, LLC and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors” or the “SMG”), file this Objection (the “Objection”) to Bwana Theater Partners, LLC’s (“Bwana”) Motion to (I) Compel Abandonment of Property; (II) to Amend or Clarify Order Rejecting Leases; and (III) for Further Relief (the “Motion”). I. RESPONSE TO ALLEGATIONS 1. The Debtors admit the allegations contained in the first four sentences Paragraph 1 of the Motion. The fifth sentence of Paragraph 1 goes to the intent of Bwana in bringing its Motion and does not require a response; to the extent a response is required, Debtors deny. 2. The Debtors admit the allegations contained in the Paragraph 2 of the Motion. 3. The Debtors admit the allegations contained in the Paragraph 3 of the Motion. 4. The Debtors admit the allegations contained in the Paragraph 4 of the Motion. 5. The Debtors admit the allegations contained in the Paragraph 5 of the Motion. 6. To the extent the document referenced so provides, the Debtors admit the allegations contained in the Paragraph 6 of the Motion. 7. To the extent the document referenced so provides, the Debtors admit the allegations contained in the Paragraph 7 of the Motion. 8. The Debtors admit the allegations contained in the Paragraph 8 of the Motion. 9. The Debtors admit the allegations contained in the Paragraph 9 of the Motion. 10. The Debtors deny the allegations contained in the Paragraph 10 of the Motion. The pertinent hearing was held on October 26, 2020. 11. The Debtors admit the allegations contained in the Paragraph 11 of the Motion. 12. The Debtors admit the allegations contained in the Paragraph 12 of the Motion.

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13. The Debtors admit the allegations contained in the Paragraph 13 of the Motion to the extent that counsel for Debtors and counsel for Bwana have discussed relinquishment of certain personal property by both Debtors and Bwana, but that those discussions have not yet resulted in a proposal from Debtors. 14. The Debtors admit the allegations contained in the Paragraph 14 of the Motion. Bwana is also in possession of the liquor belonging to Debtors, which must be removed under Illinois state law. 15. The Debtors admit the allegations contained in the Paragraph 15 of the Motion as to the categories of Keys and Pass Codes, but deny the remaining allegations contained in the Paragraph 15. 16. The statements in Paragraph 16 of the Motion constitute a request for relief from Bwana, to that extent the Debtors deny such allegations and submit that such relief should be denied. 17. The statements in Paragraph 17 of the Motion constitute a request for relief from Bwana, to that extent the Debtors deny such allegations and submit that such relief should be denied. 18. The Debtors deny the allegations contained in the first sentence of Paragraph 18 of the Motion. The Debtors admit the allegations contained in the second sentence of Paragraph 18 of the Motion. The Debtors deny the allegations contained in the third sentence of Paragraph 18 of the Motion to the extent that such personal property includes liquor that Bwana cannot lawfully keep and personal identifiable information on employees and former employees of the Debtors which cannot be abandoned. 19. The Debtors admit the allegations contained in the first sentence of Paragraph 19 of the Motion except that the Logins and Passwords are not essential to Bwana and would very likely expose personal identifiable information of employees and former employees of the Debtors. The Debtors admit the allegations contained in the second sentence of Paragraph 19 of the Motion. The

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Debtors deny the allegations contained in the third sentence of Paragraph 19 of the Motion to the extent that such personal property includes liquor that Bwana cannot lawfully keep and personal identifiable information on employees of the Debtors which cannot be abandoned. 20. The statements in Paragraph 20 of the Motion constitute a request for relief from Bwana, to that extent the Debtors deny such allegations and submit that such relief should be denied. 21. The Debtors are without sufficient information to admit or deny the allegations contained in Paragraph 21 of the Motion. 22. The Debtors deny the allegations contained in Paragraph 22 of the Motion. 23. The Debtors admit the allegations contained in Paragraph 23 of the Motion. 24. The Debtors admit the allegations contained in the first two sentences of Paragraph 24 of the Motion. The Debtors deny the allegations contained in the third sentence Paragraph 24 of the Motion to the extent that the Court was aware and informed of the incorporation of the prior written consent at the time of hearing and entry of the Order Rejecting. 25. The statements in Paragraph 25 of the Motion constitute a request for relief from Bwana, to that extent the Debtors deny such allegations and submit that such relief should be denied. II. ARGUMENT 26. Debtors’ assert that the Court was appraised of the circumstances at the time of the hearing and in advance of the entry of the Order Rejecting and that it did so intend to preserve the lien rights of the DIP Lenders’ in personal property. 27. Further, Debtors submit that their pursuit of sales of personal property through Debtors’ Expedited Motion for Entry of an Order Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of All Liens, Claims, and Encumbrances and Interests [Dkt. No. 406] provides a procedure to effect limits upon the duration that such personal property will remain at issue.

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28. Finally, Debtors assert that the relief requested by Bwana would run counter to the intentions of this Court with respect to the reservation of lien rights after rejection. WHEREFORE, the Debtors respectfully request that this Court deny the relief requested by the Motion and award the Debtors such other and further relief as this Court may deem just and proper. DATED: January 18, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR STUDIO MOVIE GRILL HOLDINGS, LLC, et al. CERTIFICATE OF SERVICE I hereby certify that on the 18th day of January 2021, a true and correct copy of the foregoing document was served on all parties consenting to electronic service of this case via the Court’s ECF system for the Northern District of Texas and via United States Mail, first class postage prepaid on the Debtors’ Complex Service List. /s/ Jeffery M. Veteto Jeffery M. Veteto