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Full title: Order granting in part motion to reject Certain Unexpired Commercial Real Property Leases (related document # 17) Entered on 1/22/2021. (Tello, Chris)

Document posted on Jan 21, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

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 ManagementThe automatic stay is modified to permit the actions contemplated by this Order, including for the DIP Agent, Agent, DIP Lenders and Lenders to remove the Personal Property for the sale disposition, or pursuit of other remedies or enforcement by the DIP Agent, Agent, DIP 3 The terms DIP Agent, Agent, DIP Lenders and Lenders are defined the final debtor-in-possession financing and cash collateral order [Dkt.If an objection is filed and served within the app

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The following constitutes the ruling of the court and has the force and effect therein described. igned January 22, 2021 _____________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-11 § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § § DEBTORS. § Jointly Administered 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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THIRD 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; AND (II) GRANTING RELATED RELIEF [Related to Docket No. 17] CAME ON FOR FURTHER CONSIDERATION the Debtors’ Second Motion for Entry of an Order Under Section 3654 and 554 of the Bankruptcy Code (I) Authorizing the Debtors to Reject Certain Unexpired Commercial Real Property Leases Effective as of October 23, 2020; and (II) Granting Related Relief (the “Motion”)2 [Docket No. 17]. Based on the specific facts and circumstances of this case and for the reasons stated on the record, which are incorporated herein, the Court finds that: (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the Constitution; (iii) venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; (iv) the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors and other parties in interest; (v) notice of the Motion and the hearing were appropriate under the circumstances and no other notice need be provided; and (vi) upon review of the record before the Court, including the legal and factual bases set forth in the Motion and objections thereto, if any, and the statements made by counsel at the hearing, and after due deliberation thereon, there being found good and sufficient cause exists it is hereby ORDERED that: 1. The Court’s oral findings of facts, as set forth on the record of the hearing held on the Motion on January 20, 2021, be and are incorporated into this Order as if set forth in full. 2. The Motion is granted as set forth herein. 3. Pursuant to Bankruptcy Code § 365, that certain Lease Between SEC CTR & MCP, LP, a Texas Limited Partnership, Landlord, and Movie Grill Concepts XLIV, LLC, Tenant, dated November 8, 2018, as amended by that certain First Amendment to Lease, dated September 30, 2020 (together, the “Lease”) for 2 Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion.

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premises consisting of approximately 40,000 square feet and 12 auditorium movie theaters, located at 5413 Sierra Springs Lane, Fort Worth, Texas 76123 (the “Premises”), shall be deemed rejected effective as of midnight (prevailing central time) on January 31, 2021 (the “Rejection Date”) without further order of the Court and without the need for further action by the Debtors or any other party. 4. On or before the Rejection Date, the Debtors shall (a) turnover access of the Premises to the SEC CTR & MCP, LP, a Texas Limited Partnership (the “Landlord”) or its designee, in broom-clean condition (or such other condition as required under the Lease but subject in each case to the terms of this Order), and (b) turnover all personal property and/or information in the Debtors’ or the Debtors’ agents’ possession related to the operation of the Premises, including (but not limited to) fire alarm codes, keys, door access cards/keys, and anything else of that nature, but expressly excluding the Personal Property (defined below) which the Debtors or the DIP Agent, Agent, DIP Lenders and Lenders3 may sell or remove from the Premises as provided herein. 5. After the Rejection Date, the Landlord will grant reasonable access to the Premises (at mutually acceptable dates and times) until no later than March 31, 2021 (subject to (a) reasonable access being provided prior to abandonment, and (b) potential earlier abandonment as set forth below, the “Abandonment Date”) for representatives of the Debtors and/or the DIP Agent, Agent, DIP Lenders and Lenders to (a) market and sell the Debtors’ interest in personal property at the Premises including, without limitation, any other equipment, furniture, fixtures4 and other personal property that may be located on, or have been installed in, the Premises (the “Personal Property”), or (b) remove the Personal Property. The Debtors shall use commercially reasonable efforts to (x) sell the Personal Property directly, (y) sell the Personal Property via a liquidator engaged by the Debtors, or (z) remove the Personal Property subject to the consent of the DIP Agent, Agent, DIP Lenders and Lenders; provided, however, that any sale or disposition of the Personal Property shall include the term that the buyer(s), if any, shall remove all Personal Property from the Premises prior to the Abandonment Date, otherwise any purchased Personal Property remaining after the Abandonment Date shall be deemed abandoned by the buyer(s), if any. The automatic stay is modified to permit the actions contemplated by this Order, including for the DIP Agent, Agent, DIP Lenders and Lenders to remove the Personal Property for the sale disposition, or pursuit of other remedies or enforcement by the DIP Agent, Agent, DIP 3 The terms DIP Agent, Agent, DIP Lenders and Lenders are defined the final debtor-in-possession financing and cash collateral order [Dkt. No. 280]. 4 For purposes herein, fixtures is limited to just the Debtors’ interest in such fixtures and excludes the Landlord’s property and/or fixtures that belong to the Landlord. THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER

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Lenders and Lenders. In exchange for the access to the Premises contemplated herein, the Debtors shall pay Landlord $5,000 per month in rent obligations for the months of February 2021 (payable on February 1, 2021) and March 2021 (payable on March 1, 2021), which amounts shall be nonrefundable. 6. Notwithstanding anything to the contrary herein, to the extent that the Landlord procures a replacement tenant for the Premises as evidenced by a letter of intent or other similar documentation, the Landlord can deliver notice (email will suffice) to the Debtors and the DIP Agent, Agent, DIP Lenders and Lenders (each via counsel) that the Abandonment Date shall occur 14 calendar days from the date of such notice; provided, however, that in no circumstances shall the Abandonment Date occur prior to February 28, 2021. 7. Any sale of Personal Property which, in the aggregate, has a sale price, in the aggregate, of less than $50,000 shall be made without further order of this Court; provided, however, that five (5) days’ prior notice thereof shall be given to the Notice Parties (defined below). Any sale of Personal Property which, in the aggregate, has a sale price in excess of $50,000 shall be subject to the following procedures: o The Debtors shall file on the docket and provide prior written notice (the “Sale Notice”) of their intent to sell such assets to (i) the Office of the United States Trustee, (ii) counsel to the DIP Agent, (iii) counsel to the Unsecured Creditors Committee, (iv) counsel to the Landlord, and (v) any party know by the Debtors to assert a lien on the assets to be sold (together, the “Notice Parties”); o The Sale Notice shall include (i) a description of the assets to be sold, (ii) the purchase price being paid for such assets, (iii) the name and address of the purchaser, (iv) a statement that the purchase is not an insider or affiliate of any Debtor, (v) a statement that the purchaser intends to remove (or have removed) the purchased property prior to the Abandonment Date or risk having the purchased property abandoned to the Landlord, (vi) the name of the applicable Debtor-seller, and (vi) the amount of any fees or commissions to be paid in connections with the transaction; o If no written objection from a Notice Party or other party in interest is filed on the Court’s docket and served on the Debtors within ten (10) days of service of the Sale Notice, then the Debtors may immediately consummate the transaction without further order of the Court, including making any disclosed payments of fees or commissions. If an objection is filed and served within the applicable notice period, then Court approval of such sale shall be THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER

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required (unless otherwise resolved by the objecting party and the Debtors, with the consent of the DIP Agent, Agent, DIP Lenders and Lenders); and o The Debtors may seek entry of a separate order on the limited issue of the applicability of section 363(m) of the Bankruptcy Code after filing a notice on the docket and upon three (3) days’ prior written notice to the Notice Parties. If no party objects to entry of the section 363(m) order, the Debtors may submit a proposed section 363(m) order under certification to the Court and a declaration in support thereof. The Court may thereafter enter the proposed order without a hearing, unless a party objects thereto, in which case a hearing will be conducted. 8. The Landlord shall also provide reasonable access to the Premises in a manner consistent with the provisions and limitations of paragraph 5 for INORCA SAS or its agents to inspect those seats it sold to the Debtors or otherwise monitor any sale, removal or disposition thereof. 9. The Debtors shall maintain all required insurance coverages under the Lease through the Abandonment Date at the Debtors’ expense. 10. Pursuant to Bankruptcy Code § 554, any Personal Property remaining on the Premises after the Abandonment Date (including purchased Personal Property that is not timely removed by the purchaser(s)) shall be deemed abandoned by the Debtors’ estates (and, as applicable, the purchaser(s)) as of the Abandonment Date (the “Abandoned Property”). Such Abandoned Property shall be free and clear of the liens of the DIP Agent, the Agent, the DIP Lenders, the Lenders, INORCA SAS (and its affiliates) and purchaser(s), if any; provided, however, that any Personal Property sold or removed timely by the Debtors or the DIP Agent, Agent, DIP Lenders and Lenders from the Premises in accordance with this Order will remain subject to any liens of any party, which shall continue to attach to the Personal Property and the proceeds thereof to the same extent and in the same order of priority until any claims secured by such liens are paid in full or are provided such other treatment in accordance with the Bankruptcy Code. 11. Provided that the Landlord acts in accordance with the terms of this Order, the Landlord may, in its sole discretion and without further notice or order of this Court, utilize and/or dispose of any Abandoned Property without liability to the Debtors, the DIP Agent, Agent, DIP Lenders and Lenders and/or any third party (including, but not limited to any purchaser(s) that fail to comply with the deadlines herein) and, to the extent applicable, the automatic stay is modified to allow such disposition. 12. Nothing in this Order authorizes the Debtors to abandon personal identifying information, which means information which alone or in conjunction with THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER

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other information identifies an individual, including but not limited to an individual’s first name (or initial) and last name, physical address, electronic address, telephone number, social security number, date of birth, government-issued identification number, account number and credit or debit card number (the “PII”) of any employee or any customer. Nothing in this Order relieves the Debtors’ of their obligation to comply with state or federal privacy and/or identity theft prevention laws and rules with respect to PII. 13. Prior to any abandonment of Abandoned Property or sale of Personal Property, the Debtors shall remove or cause to be removed any confidential and/or PII in any of the Debtors’ hardware, software, computers, cash registers, or similar equipment which are to be abandoned or otherwise disposed of so as to render the PII unreadable or undecipherable. 14. Notwithstanding any other provision of this Order, (a) the Debtors may not abandon, and agree to remove, any personal property that is not property of the Debtors or property of the Landlord, or to request its owner to remove such personal property, and (b) the Debtors are not authorized to abandon, and are directed to remove, any hazardous materials as defined under applicable law from any leased premises as and to the extent they are required to do so by applicable law. To the extent of any controversy regarding (a) the Landlord’s allowance of reasonable access to the Premise prior to the Abandonment Date, or (b) the Debtors or the DIP Agent, Agent, DIP Lenders and Lenders intent to remove or sell personal property or fixtures that the Landlord believes it owns, then the Debtors, the DIP Agent, Agent, DIP Lenders and Lenders and the Landlord agree to pause any removal or sale of the personal property or fixture in question to allow for the Court to hear and decide the issue, which hearing shall occur within 5 days (or at the Court’s earliest availability) of any issue arising. In the event of any controversy, the Abandonment Date shall be extended only as to any property subject to such controversy until such controversy is resolved by the Court or agreement of the parties; provided, however, that the Abandonment Date shall not be extended to the extent any controversy is both raised and resolved prior to the Abandonment Date. 15. The Landlord retains all rights to assert any claims under the Bankruptcy Code and non-bankruptcy law for any failure of the Debtors to leave the Premises “broom clean” upon turnover of the Premises as set forth in paragraph 4, above. Nothing in this Order prejudices or impairs the rights of the Landlord to assert post-petition administrative expense claims under the Lease, if any, for any physical damage to the Premises or the Landlord’s property thereon. All parties’ rights with respect to any such asserted claims are reserved, including all rights to object to any such asserted claims, and the Landlord shall file an application not later than thirty (30) days following the Abandonment Date (the “Administrative Bar Date”) for any asserted or potential administrative expense claims (whether such asserted or potential THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER

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administrative claims are reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured) (the “Administrative Expense Claims”), other than Administrative Expense Claims that are unknown and unknowable upon reasonable inquiry by the Landlord as of the Administrative Bar Date, or such Administrative Expense Claims shall be forever barred and disallowed. 16. The Landlord agrees that it will not assert a claim with administrative expense priority (whether pursuant to sections 365 or 503 of the Bankruptcy Code, or otherwise) for rent or other Lease obligations through March 2021, other than for the nonrefundable $5,000 per month due and payable under this Order and any other amounts expressly payable pursuant to the terms herein. This Order is without prejudice to the Landlord asserting the claims set forth in the previous sentence (i.e., for rent and other obligations as set forth in the Lease) as prepetition claims in a claim filed under 11 U.S.C. §502(b)(6) for damages upon the rejection of the Lease. 17. The Debtors shall, within seven (7) days of the entry of this Order, provide to the DIP Agent and the Landlord an itemized list of all Personal Property at the Premises. Additionally, any Agent Consent (as defined in the DIP Order) or other consent or approval of the DIP Agent given or requested in respect of any matters relating to this Order shall require approval of the Requisite Lenders (as defined in the DIP Order). 18. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents of the Motion or otherwise deemed waived. 19. The Debtors are authorized to take all actions necessary to affect the relief granted pursuant to this Order in accordance with the Motion; 20. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order shall be effective and enforceable immediately upon entry hereof; and 21. This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order. IT IS SO ORDERED. # # # End of Order # # # THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER

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AGREED AS TO FORM AND SUBSTANCE: LAW OFFICES OF FRANK J. JACKSON WALKER LLP WRIGHT, PLLC By: /s/ Michael S. Held By: /s/ Jeffery M. Veteto Michael S. Held (TX 09388150) Frank J. Wright (TX 22028800) J. Machir Stull (TX 24070697) Jeffery M. Veteto (TX 24098548) 2323 Ross Avenue, Suite 600 Jay A. Ferguson (TX 24094648) Dallas, Texas 75201 2323 Ross Avenue, Suite 730 Telephone: (214) 953-6000 Dallas, Texas 75201 Facsimile: (214) 953-5822 Telephone: (214) 935-9100 Emails: mheld@jw.com; mstull@jw.com Emails: frank@fjwright.law; jeff@fjwright.law; jay@fjwright.law Counsel to SEC CTR & MCP, LP Counsel to Debtors and Debtors-in-Possession VINSON & ELKINS LLP THE LAW OFFICES OF THOMAS H. KEEN, PLLC By: /s/ Matthew J. Pyeatt By: /s/ Thomas H. Keen William L. Wallander, Esq. (TX 20780750) Thomas H. Keen (TX 11163300) Bradley R. Foxman, Esq. (TX 24065243) 555 Republic Drive, Suite 325 Matthew J. Pyeatt, Esq. (TX 24086609) Plano, Texas 75074 Trammel Crow Center Telephone: (469) 241-1467 2001 Ross Avenue, Suite 3900 Facsimile: (972) 432-7566 Dallas, TX 75201 Email: tom@keenlawfirm.com Telephone: (214) 220-7700 Facsimile: (214) 220-7716 Counsel to INORCA SAS Emails: bwallander@velaw.com; bfoxman@velaw.com; mpyeatt@velaw.com Counsel to Goldman Sachs Specialty Lending Group, L.P THIRD ORDER (A)PARTIALLY GRANTING DEBTORS’SECOND MOTION FOR ORDER UNDER