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Full title: Seconde 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 Effective as of (B) Continuing the Hearing as to Certain Remaining Unexpired Commercial Real Property Leases (related document # 17) Entered on 1/27/2021. (Tello, Chris)

Document posted on Jan 26, 2021 in the bankruptcy, 7 pages and 1 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 ManagementDebtors shall overnight Keys and Pass Codes (as defined in the Bwana Motion) to Bwana Theater Partners, LLC; (ii) Bwana Theater Partners, LLC shall provide to the Debtors and/or Debtors’ agents reasonable access to the Chatham Lease premises for the purpose of (x) the Debtors removing all financial information and PII from the servers, computers, and point-of-sale systems; and (y) removing all liquor on the premises; (iii) following Debtors’ removal of financi

List of Tables

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The following constitutes the ruling of the court and has the force and effect therein described. igned January 27, 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 § DEBTOR. § 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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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 EFFECTIVE AS OF OCTOBER 23, 2020; AND (II) GRANTING RELATED RELIEF; AND (B) CONTINUING THE HEARING AS TO CERTAIN REMAINING UNEXPIRED COMMERCIAL REAL PROPERTY LEASES CAME ON FOR FURTHER CONSIDERATION the Debtors’ Second Motion for Entry of an Order Under Section 365 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 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 December 22, 2020, January 15, 2021, and 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. 2 Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion.

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3. Pursuant to Bankruptcy Code § 365, the leases identified in the Motion as the Monrovia, Redlands, and Downey Lease, the Scottsdale Lease, the Glendale Lease, and the Prosperity Lease, and as further described in the schedule below, (collectively, the “Rejected Leases”) shall be deemed rejected effective as of October 23, 2020 without further order of the Court and without the need for further action by the Debtors or any other party.
Table 1 on page 3. Back to List of Tables
Rejected
Lease Name
Location Address Tenant Entity
Monrovia,
Redlands, and
Downey
410 South Myrtle Avenue,
Monrovia, California 91016
Movie Grill Concepts XXXVII,
LLC
None 340 N. Eureka Street,
Redlands, California 92374
None
None 8200 Third Street, Downey
California 90241
None
Prosperity 5336 Docia Crossing Road,
Charlotte, North Carolina
28269
Movie Grill Concepts XXXII,
LLC
Scottsdale 15515 N. Hayden Road,
Scottsdale, Arizona 85260
Movie Grill Concepts X, LLC
Glendale 128 N. Artsakh Avenue,
Glendale, California 91206
Movie Grill Concepts XL, LLC
4. The Debtors shall turnover access to the premises to the Landlords of the Rejected Leases, or their designee, no later than December 31, 2020. 5. Nothing in this Order authorizes the Debtors to abandon personal identifying information (which means information which alone or in conjunction with 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. 6. Prior to any abandonment of any 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. 7. 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

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applicable law from any leased premises as and to the extent they are required to do so by applicable law. 8. Any claims arising as a result of abandonment of personal property in connection with rejection of the Rejected Leases, including but not limited to claims by landlords related to the removal of abandoned property, shall be junior in priority to any superpriority administrative claims granted under the DIP Order, regardless of when such superpriority administrative claims may arise, (including without limitation, any Adequate Protection Claims (as defined in the DIP Order)). 9. The Debtors withdraw their request for relief by the Motion with respect to the Holcomb Bridge Lease, the Spring Valley Lease, the Marietta Lease, the Duluth Lease, the Upper Darby Lease, and the College Park Lease. 10. The abandonment and related procedures set forth in Exhibit “A” are incorporated herein by reference and shall apply with respect to the Rejected Leases as if fully set forth herein. Notwithstanding anything to the contrary in any other order granting the rejection of any of the Debtors’ nonresidential real property leases (including the orders entered at Docket No. 101 and Docket No. 333), the procedures set forth in Exhibit “A” shall apply to such previously rejected leases, and in the event of any inconsistency, the terms of Exhibit A shall control with respect to such leases. 11. CH Realty VII/R Houston Easton Commons, L.P.’s Motion to (I) Clarify or Reconsider Order Partially Granting Second Motion to Reject Unexpired Leases, (II) Alternatively, to Compel Abandonment of Property, and (III) For Related Relief [Docket No. 376] is denied as moot by entry of this Order. 12. 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 (the “Bwana Motion”) [Docket Nos. 403 and 408] is resolved subject to the procedures set forth in attached Exhibit “A” and the following: (i) Debtors shall overnight Keys and Pass Codes (as defined in the Bwana Motion) to Bwana Theater Partners, LLC; (ii) Bwana Theater Partners, LLC shall provide to the Debtors and/or Debtors’ agents reasonable access to the Chatham Lease premises for the purpose of (x) the Debtors removing all financial information and PII from the servers, computers, and point-of-sale systems; and (y) removing all liquor on the premises; (iii) following Debtors’ removal of financial information and PIII from the servers, computers, and point of sale systems, Debtors shall provide to Bwana Theaters Partners, LLC login access to the servers, computers, and point-of-sale systems; and (iv) the Debtors shall also deliver or cause to be delivered to Bwana Theater Partners, LLC all CAD and blueprint drawings related to the premises. 13. Subject to the notice procedure set forth below, pursuant to section 363 of the Bankruptcy Code, the Debtors are authorized to sell all remaining personal property located at

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14. the premises for the Monrovia, Redlands, and Downey Lease to Spirit Master Funding X, LLC for an aggregate sale price of $200,000.00 (the “Sale Price”), which Sale Price shall be applied against any distribution or payment from the Debtors’ estates to Spirit Master Funding X, LLC, Spirit Realty, L.P., or any of their affiliates (collectively, “Spirit”), including on account of any claim of Spirit Realty, L.P. arising under the Marietta Lease (including rent obligations), any administrative expense claim of Spirit, and/or any cure claim of Spirit. The Debtors shall file on the docket and provide prior written notice of their intent to sell such property to the Office of the United States Trustee, counsel to the DIP Agent, counsel to the Committee, and any party known by the Debtors to assert a lien on the personal property to be sold; if no written objection is filed on the docket and served on the Debtors within ten (10) days of the filing of such notice, then the Debtors may immediately consummate the sale transaction without further order of the Court. If an objection is filed and served within the applicable notice period, then further Court approval of such sale shall be required. 15. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents of the Motion or otherwise deemed waived. 16. The Debtors are authorized to take all actions necessary to affect the relief granted pursuant to this Order in accordance with the Motion; 17. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order shall be effective and enforceable immediately upon entry hereof; and 18. 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 # # # SUBMITTED BY: 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 COUNSEL TO DEBTORS AND DEBTORS-IN-POSSESSION

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EXHIBIT “A” Abandonment Procedures for Rejected Leases 1. For the Copperfield Lease,3 the Colleyville Leases, the Glendale Lease, the Scottsdale Lease, the Chatham Lease (210 W. 87th Street, Chicago, IL), the Charlotte Lease, the Hampton Lease, the Willow Grove Lease, the Aliana Lease, the Citrus Heights Lease, and the Falls Church Lease, all of which were previously rejected and as to which the Debtors have vacated, all personal property remaining at the applicable premises on January 20, 2021 (the “Abandoned Property”) shall be deemed abandoned on January 20, 2021. 2. The 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 (“Motion to Sell”) [Docket No. 406] shall not apply to Abandoned Property pursuant to this Order and none of the Abandoned Property pursuant to this Order may be sold by the Debtors pursuant to the Motion to Sell. 3. 5500 South Freeway, LLC waives the right to pursue any administrative expense claim related to storage of the Abandoned Property located at the premises under the Glendale Lease. Such waiver shall not impair 5500 South Freeway, LLC’s rights to assert any other unsecured claims for arrearages or rejection damages. 4. No personal property shall be deemed abandoned at the Prosperity Lease location until February 16, 2021, subject to further extension. Debtors shall pay the landlord 3 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Debtors’ Second Motion for Entry of an Order Under Section 365 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 [Docket No. 17] or the Debtors’ Expedited Motion for Entry of an Order Under Section 365 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 [Docket No. 33].

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on the Prosperity Lease $10,000 for such extension on abandonment in lieu of any administrative expense claim by the landlord under the Prosperity Lease. 5. Notwithstanding anything to the contrary set forth in any order of the Court regarding the rejection of leases or establishing an administrative expense bar date, to the extent any landlord asserts any administrative expense claim arising under a lease subject to the locations identified in paragraphs 1 and 2 above, such landlord shall file an application for allowance of such administrative expense claim by not later than thirty (30) days following entry of this Order (the “Landlord Bar Date”). 6. Any landlord that fails to file an application for allowance of any administrative expense claim by the Landlord Bar Date is forever barred, estopped, and enjoined from asserting any administrative expense claim against the Debtors and their estates. The rights of the Debtors and the Agent are expressly reserved to object to the assertion of any such administrative expense request filed by any such landlord, and any such objections shall be resolved by the Court as a contested matter under Federal Rule of Bankruptcy Procedure 9014. Paragraphs 5 and 6 herein do not apply to any general unsecured claim of a landlord and/or any claim by a landlord for rejection damages. 7. Provided that such landlord acts in accordance with the terms of this Order, each landlord to a lease that is subject to this Order may, in its sole discretion and without further notice or order of this Court, utilize and/or dispose of any Abandoned Property without incurring any liability to the Debtors, the DIP Agent, or third parties as to such Abandoned Property and, to the extent applicable, the automatic stay is modified to allow such disposition.