HTML Document View

Full title: Declaration re: (Amended) of Ray A. Balestri, on Behalf of Proposed Ordinary Course Professional Bell Nunnally & Martin LLP filed by Other Professional Bell Nunnally & Martin LLP (RE: related document(s)332 Order (generic), 405 Declaration). (Mills, Russell)

Document posted on Feb 11, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

2. Studio Movie Grill Holdings, LLC and/or its affiliated debtors (collectively, the “Debtors”) have requested that the Company provide legal services to the Debtors, and the company has consented to provide such services.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 (511 4); 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 X.XXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); and Studio Club IV, LLC (9440).These cases are identified as follows: a) Veritex Community Bank, N.A. v. Schultz & Studio Movie Grill Holdings, LLC, Cause No. DC-20-15823, pending in the District Court of the 116th Judicial District of Dallas County, Texas; b) Veritex Community Bank, N.A. v. Schultz & Studio Movie Grill Holdings, LLC, Cause No. DC-20-15830, pending in the District Court of the 116th Judicial District of Dallas County, Texas; and c) STORE Master Funding III, LLC v. Schultz,Bend Independent School District v. TNTF, LLC, Cause No. 20-DCV-277281, pending in the District Court of the 434th Judicial District of Fort Bend County, Texas.The Company has represented Ted Croft, former Chief Financial Officer and Chief Operations Officer of one or more of the Debtors, in EMJ Corporation v. Movie Grill Concepts XXXI, LLC; Movie Gril

Page 1

IN THE UNITED STATES BANKRUPTCY COURT NORTHN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, § Chapter 11 LLC, et al.,1 § DEBTOR. § Jointly Administered AMENDED DECLARATION OF RAY A. BALESTRI, ON BEHALF OF PROPOSED ORDINARY COURSE PROFESSIONAL BELL NUNNALLY & MARTIN LLP I, Ray A. Balestri, pursuant to Section 1746 of Title 28 of the United States Code, hereby declare that the following is true to the best of my information, knowledge, and belief: 1. I am a partner of Bell Nunnally & Martin LLP, located at 2323 Ross Avenue, Suite 1900, Dallas, Texas 75201 (the “Company”). 2. Studio Movie Grill Holdings, LLC and/or its affiliated debtors (collectively, the “Debtors”) have requested that the Company provide legal services to the Debtors, and the company has consented to provide such services. 3. The Company may have performed services in the past and may perform services in the future, in matters unrelated to these Chapter 11 Cases, for persons that are parties in interest 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 (511 4); 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 X.XXVII, LLC (6401); Movie Grill Concepts XXXVIII, LLC (9657); Movie Grill Concepts XXIII, LLC (7893); Studio Club, LLC (3023); and Studio Club IV, LLC (9440).

Page 2

in these cases. As part of its customary practice, the Company is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be claimants or employees of the Debtors, or other parties in interest in these cases. 4. The Company currently performs legal services for Brian Schultz, who is the founder and CEO of one or more of the Debtors. These cases are identified as follows: a) Veritex Community Bank, N.A. v. Schultz & Studio Movie Grill Holdings, LLC, Cause No. DC-20-15823, pending in the District Court of the 116th Judicial District of Dallas County, Texas; b) Veritex Community Bank, N.A. v. Schultz & Studio Movie Grill Holdings, LLC, Cause No. DC-20-15830, pending in the District Court of the 116th Judicial District of Dallas County, Texas; and c) STORE Master Funding III, LLC v. Schultz, Case No. 2:20-cv-02259-SPL, pending in the United States District Court for the District of Arizona. The Company may represent Mr. Schultz in additional cases as he requests. 5. The Company also will provide business-related legal services to a management entity (“NewCo”) that will be formed in the future and in which Mr. Schultz will be a member and/or manager. 6. The Company also represents TNTF, LLC in Fort Bend Independent School District v. TNTF, LLC, Cause No. 20-DCV-277281, pending in the District Court of the 434th Judicial District of Fort Bend County, Texas. Mr. Schultz is a member and manager of TNTF, LLC. 7. The Company has represented Ted Croft, former Chief Financial Officer and Chief Operations Officer of one or more of the Debtors, in EMJ Corporation v. Movie Grill Concepts XXXI, LLC; Movie Grill Concepts, XXXII, LLC; Movie Grill Concepts I, Ltd.; Movie Grill Concepts XXIV, LLC; Lockard Development, Inc.; Lockard Midland Square, LLC; Midland Tower

Page 3

Properties, LLC; Ted G. Croft; and Suzie Preidt, in Cause No. 20-CVS-6795, in the General Court of Justice, Superior Court Division, for the State of North Carolina, County of Mecklenburg. 8. Mr. Schultz, TNTF, LLC, NewCo, and Mr. Croft, do not assert claims against the Debtors in the above-referenced cases and matters. The Company does not have any relationship with any person, their attorneys, or accountants that would be adverse to the Debtors or their estates. 9. Neither I, nor any principal of, or professional employed by the Company has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principals and regular employees of the Company. 10. Neither I, nor any principal of, or professional employed by the Company, insofar as I have been able to discover, holds or represents any interest adverse to the Debtors or their estates. 11. After further review, the Company’s records indicate the Debtors owe the Company $6,053.30 for prepetition services. 12. At any time during the period of its employment, if the Company should discover any facts bearing on the matters described herein, the Company will supplement the information contained in this Declaration. 13. I, or a representative of the Company, have read and am familiar with the requirements of the Order Authorizing Employment and Payment of Professionals Utilized in the Ordinary Course of Business.

Page 4

I declare under penalty of perjury that the foregoing is true and correct. Executed this 12th day of February 2021, in Dallas, Texas. ________________________________ Declarant CERTIFICATE OF SERVICE I hereby certify that on February 12, 2021, a true and correct copy of the foregoing was served, upon filing, via the Court’s CM/ECF system upon those parties requesting electronic notification in this case, as well as U.S. Mail and email on the following parties: Meredyth Kippes Matthew David Struble meredyth.a.kippes@usdoj.gov mstruble@velaw.com Lisa L. Lambert Matthew J. Pyeatt lisa.l.lambert@usdoj.gov mpyeatt@velaw.com Office of the United States Trustee Vinson & Elkins, L.L.P. 1100 Commerce Street, Room 976 2001 Ross Avenue, Suite 3100 Dallas, Texas 75242 Dallas, Texas 75201 Counsel for the United States Trustee Counsel for Goldman Sachs Specialty Lending, L.P. Robert Joel Feinstein Ryan E. Manns rfeinstein@pszjlaw.com ryan.manns@nortonrosefulbright.com Steven William Golden Norton Rose Fulbright US LLP sgolden@pszjlaw.com 2200 Ross Avenue, Suite 3600 Cia H. Mackle Dallas, TX 75201 cmackle@pszjlaw.com Counsel for the Official Committee of Jeffrey Nathan Pomerantz Unsecured Creditors jpomerantz@pszjlaw.com Hayley R .Winograd hwinograd@pszjlaw.com Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, New York 10017-2024 Counsel for the Official Committee of Unsecured Creditors /s/ Russell W. Mills Russell W. Mills 5657065_1.docx//8020.85