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Full title: Objection to (related document(s): 601 Amended Motion to sell (related document(s):406) filed by Debtor Studio Movie Grill Holdings, LLC) filed by Cypress-Fairbanks ISD, Dallas County, Harris County et al., Lewisville ISD, Smith County, Tarrant County. (Spindler, Laurie)

Document posted on Feb 7, 2021 in the bankruptcy, 3 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

(469) 221-5003 Facsimile Attorneys for Dallas County, Harris County, Smith County, Tarrant County, Cypress- Fairbanks ISD and Lewisville ISD IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS § TAX AUTHORITIES’ LIMITED OBJECTION TO DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES AND INTERESTS TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Come now, Dallas County, Harris County, Smith County, Tarrant County, Cypress-Fairbanks ISD and Lewisville ISD (collectively, the “Tax Authorities”), creditors and parties-in-interest, and file this, their Limited Objection to Debtors’ Amended Motion for Entry of an Order Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of Liens, Claims, and Encumbrances and Interests and would respectfully show the Court as follows: 1. A tax lien on inventory, furniture, equipment, or other personal property is a lien in solido and attaches to all inventory, furniture, equipment, and other personal property that the property owner owns on January 1 of the year the lien attaches or that the property owner subsequently acquires. Texas Tax Code Section 32.05 provides: (b) … a tax lien provided by this chapter takes priority over the claim of any creditor of a person whose property is encumbered by the lien and over the claim of any holder of a lien on property encumbered by the tax lien, whether or not the debt or lien existed before attachment of the tax lien.The undersigned hereby certifies that a true and correct copy of the foregoing was served electronically through the Court’s case filing system or through electronic mail upon Frank J. Wright, email: frank@fjwright.law and Jeffery M. Veteto, email:

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Laurie A. Spindler Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, Texas 75207 (214) 880-0089 Telephone (469) 221-5003 Facsimile Attorneys for Dallas County, Harris County, Smith County, Tarrant County, Cypress- Fairbanks ISD and Lewisville ISD IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § STUDIO MOVIE GRILL HOLDINGS, § Case No. 20-32633 LLC, et al., § § (Jointly Administered) Debtors. § TAX AUTHORITIES’ LIMITED OBJECTION TO DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER AUTHORIZING SALE PROCEDURES FOR SALE OF PERSONAL PROPERTY ASSETS FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES AND INTERESTS TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Come now, Dallas County, Harris County, Smith County, Tarrant County, Cypress-Fairbanks ISD and Lewisville ISD (collectively, the “Tax Authorities”), creditors and parties-in-interest, and file this, their Limited Objection to Debtors’ Amended Motion for Entry of an Order Authorizing Sale Procedures for Sale of Personal Property Assets Free and Clear of Liens, Claims, and Encumbrances and Interests and would respectfully show the Court as follows: 1. The Tax Authorities, duly organized governmental units of the State of Texas, are the holders of claims for pre-petition ad valorem real and business personal property taxes for tax years 2019 and 2020 assessed against the property of the Debtors in the aggregate amount of $250,297.60.

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2. The Tax Authorities are also the holders of administrative expense claims for estimated 2021 ad valorem property taxes. These administrative expense claims and the liens that secure them arose on January 1, 2021 pursuant to Texas Law. 3. The Tax Authorities’ claims are secured by unavoidable, perfected, first priority liens on all of the Debtors’ business personal property pursuant to Texas Tax Code Sections 32.01 and 32.05 and 11 U.S.C. Section 362(b)(18). 11 U.S.C. Section 362(b)(18) permits the post-petition attachment of ad valorem property tax liens. Texas Tax Code Section 32.01 provides: (a) On January 1 of each year, a tax lien attaches to property to secure the payment of all taxes, penalties, and interest ultimately imposed for the year on the property, whether or not the taxes are imposed in the year the lien attaches. The lien exists in favor of each taxing unit having power to tax the property. (b) A tax lien on inventory, furniture, equipment, or other personal property is a lien in solido and attaches to all inventory, furniture, equipment, and other personal property that the property owner owns on January 1 of the year the lien attaches or that the property owner subsequently acquires. … (d) The lien under this section is perfected on attachment and … perfection requires no further action by the taxing unit. Texas Tax Code Section 32.05 provides: (b) … a tax lien provided by this chapter takes priority over the claim of any creditor of a person whose property is encumbered by the lien and over the claim of any holder of a lien on property encumbered by the tax lien, whether or not the debt or lien existed before attachment of the tax lien. 4. The Tax Authorities do not object to the proposed sale of personal property. However, the Tax Authorities do object to the lack of notice of sales of personalty that is subject to their liens for $50,000.00 or less. As the senior lienholders, the Tax Authorities are entitled to notice of the sale of their collateral regardless of the purchase price.

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WHEREFORE, premises considered, the Tax Authorities respectfully request that the Court modify the order to provide that they will also receive notice of the sale of personal property that is subject to their liens for a purchase price of $50,000.00 or less and such other and further relief to which they may be justly entitled. Dated: February 8, 2021. Respectfully submitted, Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75207 Ph. No. (214) 880-0089 Fax No. (469) 221-5003 Laurie.Spindler@lgbs.com By: /s/Laurie A. Spindler ____________ Laurie A. Spindler SBN 24028720 ATTORNEYS FOR DALLAS COUNTY, HARRIS COUNTY, SMITH COUNTY, TARRANT COUNTY, CYPRESS- FAIRBANKS ISD AND LEWISVILLE ISD CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing was served electronically through the Court’s case filing system or through electronic mail upon Frank J. Wright, email: frank@fjwright.law and Jeffery M. Veteto, email: jeff@fjwright.law on this 8th day of February 2021. /s/Laurie A Spindler Laurie A. Spindler