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Full title: Opposition Response unopposed to (related document(s): 364 Notice (generic) filed by Debtor Studio Movie Grill Holdings, LLC) filed by Sony Pictures Entertainment Inc., Sony Pictures Releasing Inc.. (Penn, John)

Document posted on Jan 26, 2021 in the bankruptcy, 4 pages and 1 tables.

Bankrupt11 Summary (Automatically Generated)

OPPOSITION OF SONY PICTURES RELEASING INC. AND SONY PICTURES ENTERTAINMENT INC. TO 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 RESPECTYet, Exhibit A to the Debtors’ Amended Notice of Executory Contracts and Unexpired Leases Which May be Assumed and Assigned, etc. (ECF # 364) (“Notice”) includes the following among the allegedly executory contracts that the Debtors may seek to assume and assign to a buyer of substantially all of their assets, if a buyer emerges and a sale occurs: No contracts between the Debtors and SPR (contrasted with Sony Pictures Releasing Corporation) are listed on the Notice. In light of the above, this opposition is filed to protect against any mistaken understanding by any party that SPR or another SPE entity consents to assumption of an executory contract between it and any of the Debtors or any specific cure amount as being either appropriate or satisfactory.2 SPR and SPE trust that if the Debtors later determine to seek to assume or assume and assign any contracts among the Debtors and SPR or another SPE entity the Debtors will file additional pleadings. WHEREFORE, to the extent the Debtors seeks the authority to assume and assign any contract between one or more of the Debtors and SPR or another SPE entity, that authorization should be denied. CERTIFICATE OF SERVICE I hereby certify that on January 27, 2021, I electronically filed the foregoing document with the Clerk of the Court using the CM/ECF system which will send electronic notice of such filing to all counsel of record who have consented to service using that system.

List of Tables

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John D. Penn PERKINS COIE LLP 500 N. Akard Street, Suite 3300 Dallas, Texas 75201-3347 Telephone: 214.965.7700 Facsimile: 214.965.7799 JPenn@perkinscoie.com Attorneys for Sony Pictures Releasing Inc. and Sony Pictures Entertainment Inc. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION STUDIO MOVIE GRILL HOLDINGS, § Chapter 11 LLC, et al., § § Case No. 20-32633-SGJ Debtors. § (Jointly Administered) OPPOSITION OF SONY PICTURES RELEASING INC. AND SONY PICTURES ENTERTAINMENT INC. TO 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 Sony Pictures Releasing Inc. (“SPR”) and certain additional affiliates of Sony Pictures Entertainment Inc. (“SPE”) license motion pictures to one or more the debtors in these cases (collectively “Debtors”) for viewing in the Debtors’ theaters. SPR or another SPE licensor and the Debtors enter into separate agreements for each motion picture they license to the Debtors, subject to certain agreed terms and conditions. These are not credit applications or guarantee letters. They also are not executory contracts, and even if they were executory, these copyright licenses may not be assumed and assigned without consent, which is not granted. See, e.g., 11 U.S.C. 365(c)(1)(a); In re West Elecs., Inc., 852 F.2d 79, 83 (3d Cir. 1988) (if applicable law prevents assignment of a contract, the debtor may not assume it); In re Golden Books Family

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Entm’t, Inc., 269 B.R. 300, 309-310 (Bankr. D. Del. 2001) (copyright licenses may not be assumed by a debtor without consent of non-debtor party). Yet, Exhibit A to the Debtors’ Amended Notice of Executory Contracts and Unexpired Leases Which May be Assumed and Assigned, etc. (ECF # 364) (“Notice”) includes the following among the allegedly executory contracts that the Debtors may seek to assume and assign to a buyer of substantially all of their assets, if a buyer emerges and a sale occurs:
Table 1 on page 2. Back to List of Tables
Debtor
Studio Movie
Grill
Holdings,
LLC
Title
Sony Pictures
Releasing
Guarantee
Letter
What
Contract For
Guarantee
letter and
credit
application
for showing
motion
pictures
Nature of
Debtor’s
Interest
License to
show Sony
motion
pictures
No contracts between the Debtors and SPR (contrasted with Sony Pictures Releasing Corporation) are listed on the Notice. Perhaps, the Debtors intended to list SPR instead. SPR is unable to identify what document the Debtors intend to reference through the above listing on the Notice. SPR should not be expected to guess or surmise regarding the Debtors’ intent, though SPR notes that (a) ordinarily applications and guaranties are not executory contracts and (b) motion pictures ordinarily are not licensed through credit applications or guaranties. Late on January 26, 2021, the Debtors filed a supplement (“Supplement”) to the Notice (ECF # 545).1 The Supplement does not list any contracts with a SPE entity. Paragraph 7 of the Supplement says it supersedes and replaces the Notice. Paragraph 10 of the Supplement says if a contract is listed on the Notice or the initial list of possibly executory contracts that might be 1 Oppositions to the Notice are due on January 27, 2021 at 4:00 p.m. Central Time.

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assumed, the counterparty to the contract will be barred from objecting to assumption, assignment, cure or otherwise related to assumption or assignment unless an objection is timely filed. Paragraph 10 can be read to undo the impact of Paragraph 7. In light of the above, this opposition is filed to protect against any mistaken understanding by any party that SPR or another SPE entity consents to assumption of an executory contract between it and any of the Debtors or any specific cure amount as being either appropriate or satisfactory.2 SPR and SPE trust that if the Debtors later determine to seek to assume or assume and assign any contracts among the Debtors and SPR or another SPE entity the Debtors will file additional pleadings. In that event, they will respond to the extent appropriate including regarding any stated cure amount. WHEREFORE, to the extent the Debtors seeks the authority to assume and assign any contract between one or more of the Debtors and SPR or another SPE entity, that authorization should be denied. 2 SPR received a payment post-petition as a critical vendor in these cases. It also raised the issues discussed herein with counsel for the Debtors before filing this opposition in an effort to avoid the need to file the same.

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Dated: January 27, 2021 Respectfully submitted, /s/ John D. Penn John D. Penn Texas Bar No. 15752300 Perkins Coie LLP 500 N. Akard Street, Suite 3300 Dallas, Texas 75201-3347 Telephone: 214.965.7734 Facsimile: 214.965.7784 JPenn@perkinscoie.com Attorneys for Sony Pictures Releasing Inc. and Sony Pictures Entertainment Inc. CERTIFICATE OF SERVICE I hereby certify that on January 27, 2021, I electronically filed the foregoing document with the Clerk of the Court using the CM/ECF system which will send electronic notice of such filing to all counsel of record who have consented to service using that system. /s/ John D. Penn John D. Penn