HTML Document View

Full title: Notice of Agent's Exercise of Plan Toggle Right and Adjournment of Sale Hearing Pursuant to Bid Procedures Order filed by Debtor Studio Movie Grill Holdings, LLC (RE: related document(s)280 Final Order granting motion (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Granting Related Relief (related document 15) Entered on 12/1/2020.). (Veteto, Jeffery)

Document posted on Jan 27, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

DALLAS DIVISION § IN RE: § Chapter 11 § STUDIO MOVIE GRILL HOLDINGS, LLC, §RIGHT AND ADJOURNMENT OF SALE HEARING PURSUANT TO BID PROCEDURES ORDER 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 ManagementI, LLC (3224). PLEASE TAKE NOTICE THAT on October 23, 2020, Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) each commenced a bankruptcy case in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, by filing a voluntary petition

Page 1

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 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-SGJ-11 et al.,1 § § DEBTORS. § (Jointly Administered) § NOTICE OF AGENT’S EXERCISE OF PLAN TOGGLE RIGHT AND ADJOURNMENT OF SALE HEARING PURSUANT TO BID PROCEDURES ORDER 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).

Page 2

PLEASE TAKE NOTICE THAT on October 23, 2020, Studio Movie Grill Holdings, LLC and its debtor affiliates (collectively, the “Debtors”) each commenced a bankruptcy case in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, by filing a voluntary petition under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). PLEASE TAKE FURTHER NOTICE THAT on December 1, 2020, the Bankruptcy Court entered the Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granting Related Relief [Docket No. 280] (the “Final DIP Order”). PLEASE TAKE FURTHER NOTICE THAT on December 11, 2020, the Bankruptcy Court entered the Order Approving (A) Bid Procedures; (B) the Form and Manner of Notice; (C) the Procedures for Determining Cure Amounts for Executory Contracts and Unexpired Leases; and (D) Granting Related Relief [Docket No. 335] (the “Bid Procedures Order”, and Exhibit “A” thereto, the “Bid Procedures”).2PLEASE TAKE FURTHER NOTICE THAT the Debtors did not receive any Qualifying Bids by the Bid Deadline. Accordingly, pursuant to Section 9 of the Bid Procedures, no Auction shall occur. PLEASE TAKE FURTHER NOTICE THAT Section 10 of the Bid Procedures provides, in pertinent part, as follows: If (i) following the Bid Deadline, the Agent determines in its discretion that no Qualifying Bids will or are likely to provide for the indefeasible payment in full of the Prepetition Lenders’ Claim or the DIP Obligations, (ii) the Auction is cancelled or adjourned by the Debtors, such cancellation or adjournment being subject to the consent of Agent and upon consultation with the Committee, provided that no Qualifying Bids are higher and better than the Credit Bid Amount, or (iii) through the exercise of the Credit Bid Right, the Agent becomes the Prevailing Purchaser at the Auction, then the Sale Hearing may, at the Agent’s election, be cancelled or adjourned for such period as the Agent determines, and the Agent may immediately elect for the Debtors to implement a sale under section 363 of the Bankruptcy Code or an alternative transaction accomplished through a chapter 11 plan, including, without 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Final DIP Order or the Bid Procedures Order, as applicable.

Page 3

limitation, a plan in which the Prepetition Lenders and/or the DIP Lenders retain debt instruments and/or receive equity securities, in each case acceptable to the Agent, and if such plan is not confirmed or the Agent determines otherwise then it may proceed to implement a sale under section 363 of the Bankruptcy Code (the “Plan Toggle Right”). If, following the Agent’s exercise of the Plan Toggle Right, the Debtors receive a bid that is acceptable to the Agent, the Debtors will pursue consummation of a Transaction with such bidder as the Successful Bid. PLEASE TAKE FURTHER NOTICE THAT, on January 27, 2021, pursuant to Section 10 of the Bid Procedures, the Agent exercised the Plan Toggle Right and (a) has elected to (a) adjourn the Sale Hearing until such time as determined by the Agent and as may be set forth in a further notice filed by the Debtors on the docket of the Court and (b) has elected for the Debtors to implement an alternative transaction accomplished through a chapter 11 plan, and if such plan is not confirmed or the Agent determines otherwise then it may proceed to implement a sale under section 363 of the Bankruptcy Code, or if, following the Agent’s exercise of the Plan Toggle Right, the Debtors receive a bid that is acceptable to the Agent, the Debtors will pursue consummation of a Transaction with such bidder as the Successful Bid. PLEASE TAKE FURTHER NOTICE THAT, for the avoidance of doubt, the Objection Deadline, including Counterparty objections to the Assumption Notice and/or any Supplemental Assumption Notice or Cure Amount related to the Transaction, shall be adjourned and reset to a later date in accordance with the above.

Page 4

DATED: January 28, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Jeffery M. Veteto 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 COUNSEL TO DEBTOR AND DEBTOR-IN-POSSESSION CERTIFICATE OF SERVICE I hereby certify that on January 28, 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