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Full title: Application for administrative expensesApplication of SEC CTR & MCP, LP for Approval and Allowance of Administrative Claim Filed by Creditor SEC CTR Objections due by 3/8/2021. (Attachments: # 1 Proposed Order) (Held, Michael)

Document posted on Feb 13, 2021 in the bankruptcy, 14 pages and 2 tables.

Bankrupt11 Summary (Automatically Generated)

537] (the “Rejection Order”), which provided, among other things, that: (a) the Chisholm Trail Lease would be rejected effective as of midnight on January 31, 2021 (the “Rejection Date”), (b) after the Rejection Date, the Landlord will grant reasonable access to the Premises until no later than March 31, 2021, subject to earlier abandonment (the “Abandonment Date”), for representatives of the Debtors and the lenders to (i) market and sell certain personal property, or (ii) remove certain personal property, (c) the Debtors will pay the Landlord $5,000 per month as rent on February 1, 2021 and March 1, 2021, and (d) the Rejection Order Administrative Bar Date would occur 30 days following the Abandonment Date.Notwithstanding the foregoing, Tenant will commenceoperating at least the number of movie auditoriums on the Premises regularly showing movies and providing such other services to customers in accordance with the terms of the Lease on or before the dates specified in the table immediately below,with all of the Tenant’s Work for such auditoriums completed as of such date, and all of the Tenant’s Work for the remainder of the Premises completed as of November 24, 2021(the “Final Operating Threshold”):In the event that Tenant fails to either (a) satisfy the Initial Operating Threshold on or before the Opening Date, or (b) satisfy the Final Operating Threshold on or before November 24, 2021,as may be extended on a day-for-day basis in the event that there is a government-mandated closureor an event of force majeure, then such failures shall each be an automatic Event of Default, without the need for additional notice by Landlord to Tenant, and Landlord shall thereafter be entitled to pursue all rights and remedies available to Landlord pursuant to the terms of the Lease.(b) From January 1, 2021 through the remainder of the Term, Tenant shall resumenormal payment of Minimum Annual Rent and Additional Rent in accordance with the terms of the Lease, except Exhibit K to the Lease is hereby amended to provide that Tenant shall pay to Landlord as Percentage Rent eight percent (8%) of Gross Sales above an artificial breakpoint of Ten Million Dollars ($10,000,000.00) until Tenant has repaid all of the Deferred Rent, at which point Tenant shall pay sixpercent (6%) of Gross Sales above a natural breakpoint. Tenant acknowledges and agrees that it owes Landlord the full amount of Deferred Rent, and that Tenant’s agreement topay the amount of the Deferred Rent in full is a material inducement and condition to Landlord’s agreement to enter into this Amendment. (b) Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal,state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers ofmerchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv)fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi)

List of Tables

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Michael S. Held State Bar No. 09388150 J. Machir Stull State Bar No. 24070697 JACKSON WALKER LLP 2323 Ross Ave., Suite 600 Telephone: 214-953-6000 mheld@jw.com mstull@jw.com ATTORNEYS FOR SEC CTR & MCP, LP IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Studio Movie Grill Holdings, LLC, et al. § Case No. 20-32633-SGJ-11 Debtors. § § Chapter 11 (Jointly Administered) APPLICATION OF SEC CTR & MCP, LP FOR APPROVAL AND ALLOWANCE OF ADMINISTRATIVE CLAIM NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT 1100 COMMERCE STREET, ROOM 1254, DALLAS, TEXAS 75242-1496 BEFORE CLOSE OF BUSINESS ON MARCH 8, 2021, WHICH IS AT LEAST 21 DAYS FROM THE DATE OF SERVICE HEREOF. ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH HEREIN. IF A RESPONSE IS FILED A HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY. IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN. COMES NOW SEC CTR & MCP, LP (the “Landlord”) and files this Application of SEC CTR & MCP, LP for Approval and Allowance of Administrative Claim (the “Application”) and would respectfully show the Court the following:

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I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. II. BACKGROUND A. Procedural Background 3. On October 23, 2020 (the “Petition Date”), the above-captioned debtors and debtors-in-possession (together, the “Debtors”) filed these chapter 11 bankruptcy cases. 4. On January 21, 2021, the Court entered an order [Dkt. No. 532] setting the interim administrative claims bar date as February 15, 2021 (the “Interim Administrative Bar Date”). The order setting the Interim Administrative Bar Date made clear that it was “the deadline for asserting an Administrative Claim incurred or arising on or before January 31, 2021.” See Dkt. No. 532 (emphasis in original). 5. The Rejection Order (defined herein) also provides the Landlord with an administrative bar date of not later than 30 days following the Abandonment Date (as defined in the Rejection Order). It is yet to be seen when that subsequent administrative bar date will occur, but it will necessarily expire after the Interim Administrative Bar Date. This later administrative bar date is referred to herein as the “Rejection Order Administrative Bar Date.” B. The Chisholm Trail Lease 6. Prior to the filing of these bankruptcy cases, the Landlord and the Debtors were parties to that certain (a) Lease Between SEC CTR & MCP, LP, a Texas Limited Partnership, Landlord, and Movie Grill Concepts XLIV, LLC, Tenant, dated November 8, 2018 (the “Lease”), and (b) First Amendment to Lease, dated September 30, 2020 (the “Amendment” and together with the Lease, the “Chisholm Trail Lease”).

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7. Pursuant to the Chisholm Trail Lease, the Landlord leased to the Debtors certain real property consisting of approximately 40,000 square feet and 12 auditorium movie theaters, located at 5413 Sierra Springs Lane, Fort Worth Texas 76123 (the “Premises”). 8. Generally, the Amendment reduced the Debtors’ monthly rent to a nominal percentage of gross sales at the Premises,1 which reduction expired on December 31, 2020. Upon the expiration of the Amendment, monthly rent at the Premises would have been at least $81,666.67. 9. On December 31, 2020, the Debtors and the Landlord agreed to the entry of an agreed order [Dkt. No. 390] (the “Agreed Order”) by which the parties generally agreed (among other things) that: (a) the hearing with respect to rejection of the Chisholm Trail Lease would be continued to allow the parties additional time to negotiate possible assumption of the lease, (b) the Debtors would continue to pay post-petition rent through January 31, 2021, which rent would be 8% of gross sales at the Premises, and (c) the Debtors would not seek to retroactively reject the Chisholm Trail Lease. 10. On January 22, 2021, the Court entered the order rejecting the Chisholm Trail Lease [Dkt. No. 537] (the “Rejection Order”), which provided, among other things, that: (a) the Chisholm Trail Lease would be rejected effective as of midnight on January 31, 2021 (the “Rejection Date”), (b) after the Rejection Date, the Landlord will grant reasonable access to the Premises until no later than March 31, 2021, subject to earlier abandonment (the “Abandonment Date”), for representatives of the Debtors and the lenders to (i) market and sell certain personal property, or (ii) remove certain personal property, (c) the Debtors will pay the Landlord $5,000 per month as rent on February 1, 2021 and March 1, 2021, and (d) the Rejection Order Administrative Bar Date would occur 30 days following the Abandonment Date. 1 Three percent in September 2020; 5% in October 2020; 7% in November 2020; and 9% in December 2020. See

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11. As evidenced by the record so far in this case and the express terms of the Rejection Order, the Landlord did not have access to the Premises prior to the Rejection Date. III. RELIEF REQUESTED 12. The Landlord requests administrative priority for any and all of the administrative claims to which it may be entitled, including (but not limited to) any and all claims arising from or related to granting the Debtors exclusive access to the Premises prior to the Rejection Date and all rent required to be paid pursuant to the Amendment, the Agreed Order and/or the Rejection Order. For the avoidance of doubt, this Application is being filed out of an abundance of caution, in order to comply with the Interim Administrative Bar Date, and the Landlord reserves all rights to (among other things) amend or supplement this Application, to seek payment of additional or new claims, or to seek payment of any other claims prior to the expiration of the Rejection Order Administrative Bar Date. IV. BASIS FOR RELIEF A. Administrative claim for damages or other issues with regard to granting access to the Premises. 13. The Landlord files this Application as a placeholder for damages, if any, and other claims to which it may be entitled stemming from any issues that may arise (or have arisen unbeknownst to the Landlord) as a result of providing the Debtors exclusive access to the Premises pursuant to the Chisholm Trail Lease prior to the Rejection Date and the January 31 deadline contemplated by the Interim Administrative Bar Date. The Landlord only recently regained possession of the Premises (subject to limitations) and is still determining the extent to which administrative claims, if any, may have arisen prior to the Interim Administrative Bar Date. All rights are reserved.

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B. Administrative claim pursuant to section 365(d)(3) and 503(b)(1). 14. The Landlord is entitled to an administrative claim for all unpaid post-petition rent as contemplated by the Amendment, the Agreed Order and the Rejection Order. Unpaid rent is outlined below:
Table 1 on page 5. Back to List of Tables
Month Amount Outstanding Basis
November 2020 $242.45 The Debtor has reported gross sales in November to be $15,512.78, of
which 7% is owed as rent.2 The Landlord received a check for
$843.44, which is $242.45 less than is owed. See Amendment.
January 2021 TBD (8% of gross sales)3 January rent has not yet been received, but is calculated as 8% of gross
sales at the Premises. See Agreed Order.
March 2021 $5,000.00 It is not due and payable until March 1, 2021. (February rent has been
received.) See Rejection Order.
15. The post-petition rent contemplated by the Amendment, the Agreed Order and the Rejection Order was expressly negotiated to reflect the actual benefit provided to the Debtors for the use of the Premises. See 11 U.S.C. § 503(b)(1); see also In re Imperial Beverage Group, LLC, 457 B.R. 490, 498 (Bankr. N.D. Tex 2011) (adopting the minority view, noting it “holds that regardless of what appears to be § 365(d)(3)’s clear language to the contrary, the only way a landlord can assert an administrative expense for unpaid post-petition, pre-rejection rent is through § 503(b)(1)(A).”). Accordingly, the Landlord seeks payment for all unpaid rent outlined in the above chart pursuant to sections 365(d)(3) and 503(b)(1). V. RESERVATION OF RIGHTS 16. The Landlord is only filing this Application to comply with the Interim Administrative Bar Date. Because all of the facts and potential claims with regard to the Debtors and the Premises are not yet known, the Landlord reserves all rights to update, amend, and/or supplement this Application at a later time, including to attach additional claims, arguments, facts, evidence 2 The Debtors’ counsel provided the gross sales numbers to counsel for the Landlord. The Debtors are in possession of all such records, which are not affixed hereto as exhibits. 3 On information, gross sales was an amount not less than $14,050.37, meaning rent should be an amount not less than

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and/or authorities. The Landlord further reserves all rights to file new and additional applications and/or claims prior to the Rejection Order Administrative Bar Date. All rights are reserved. For the reasons stated herein, the Landlord requests that the Court (a) approve this Application, (b) award payment of any and/or all of the administrative claims sought herein, and (c) grant such additional relief that is warranted. Dated: February 14, 2021 Respectfully submitted, By: /s/ Michael S. Held Michael S. Held State Bar No. 09388150 J. Machir Stull State Bar No. 24070697 JACKSON WALKER LLP 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 (214) 953-6000 mheld@jw.com mstull@jw.com ATTORNEYS FOR SEC CTR & MCP, LP

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CERTIFICATE OF SERVICE I hereby certify that on February 14, 2021 a true and correct copy of the foregoing pleading was served via CM/ECF to all parties authorized to receive electronic notice in this case. /s/ Michael S. Held Michael S. Held

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Exhibit A The Amendment

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FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is executed and delivered as of the 30th day of September, 2020 (the “Amendment Date”), by and between MOVIE GRILL CONCEPTS XLIV, LLC, a Texas limited liability company (“Tenant”) and SEC CTR & MCP, LP, a Texas limited partnership (“Landlord”). RECITALS A. Landlord and Tenant entered into that certain Lease dated November 18, 2018 (“Lease”)for certain Premises situated in the in the shopping center commonly known as The Shops at Chisholm Trail Ranch located in Fort Worth, Texas. All terms and phrases that are capitalized in this Amendment and not otherwise defined herein shall have the definition and meaning setforth in the Lease. B. Landlord has agreed to deliver payment of the Allowance Amount in accordance with thisAmendment in consideration for Tenant’s commitment to commence business operations in the Premises and deliver payment of accrued and past-due rental payments. C. Tenant and Landlord desire to amend the Lease to memorialize the agreements betweenLandlord and Tenant, as more specifically set forth in this Amendment below. AGREEMENT NOW, THEREFORE, for and in consideration of the recitals hereinabove set forth, the mutual covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant and Landlord agree as follows: 1. Rent Commencement Date. Landlord and Tenant hereby mutually agree that the RentCommencement Date occurred on April 22, 2020. Landlord agrees to defer Tenant’s payment of Rent from April 22, 2020 to December 31, 2020 in accordance with the terms of this Agreement. 2. Delivery of the Construction Allowance. Within five (5) business days following the dateTenant delivers copies of outstanding invoices for the Tenant’s Work completed prior to the Amendment Date to Landlord, Landlord will deliver $538,707.50 (“the Allowance Amount”) at Tenant’s request to Tenant’s contractor working at the Premises. The Allowance Amount will be credited against the outstanding amount of Construction Allowance. Tenant hereby acknowledges and agrees that the total outstanding amount of the Construction Allowance after Landlord delivers the Allowance Amount to Tenant will be $0.00(the “Remaining Allowance”). 3. Opening Covenant. Notwithstanding anything in the Lease to the contrary, Tenant willopen for business to the public on or before August 28, 2020 (the “Opening Date”) operating at least four (4) movie auditoriums on the Premises regularly showing movies and providing such other services tocustomers in accordance with the terms of the Lease, with all of the Tenant’s Work for such auditoriumscompleted (the “Initial Operating Threshold”). Notwithstanding the foregoing, the Opening Date will beextended on a day-for-day basis in the event that there is a government-mandated closure that completelyprohibits Tenant from opening all of the Premises for business to the public on the originally-scheduledOpening Date, provided that, in the event there is a government mandated operating or occupancy thresholdthat is less than the Initial Operating Threshold, the Opening Date will not be delayed or extended, butTenant shall only be obligated to operate the number of auditoriums permitted by such governmentmandated operating or occupancy threshold. Notwithstanding the foregoing, Tenant will commenceoperating at least the number of movie auditoriums on the Premises regularly showing movies and

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providing such other services to customers in accordance with the terms of the Lease on or before the dates specified in the table immediately below,with all of the Tenant’s Work for such auditoriums completed as of such date, and all of the Tenant’s Work for the remainder of the Premises completed as of November 24, 2021(the “Final Operating Threshold”):
Table 1 on page 10. Back to List of Tables
Number of Movie Auditoriums Required Operating Date
Six (6) March 31, 2021
Eight (8) June 30, 2021
Ten (10) September 30, 2021
Twelve (12) November 24, 2021
In the event that Tenant fails to either (a) satisfy the Initial Operating Threshold on or before the Opening Date, or (b) satisfy the Final Operating Threshold on or before November 24, 2021,as may be extended on a day-for-day basis in the event that there is a government-mandated closureor an event of force majeure, then such failures shall each be an automatic Event of Default, without the need for additional notice by Landlord to Tenant, and Landlord shall thereafter be entitled to pursue all rights and remedies available to Landlord pursuant to the terms of the Lease. Tenant will pay for all utility services supplied to the Premises in accordance with Article 7 of the Lease commencing onthe Opening Date. 4. Utilities. Tenant will pay for all utility services supplied to the Premises in accordancewith Article 7 of the Lease commencing on the Opening Date. 5. Rent. Tenant’s obligation to pay rent shall be modified as follows: (a) From April 22, 2020through and including December 31, 2020, (i) Landlord willtemporarily defer Tenant’s payment of Minimum Annual Rentand Additional Rent, subject to Section 5(c) belowand (ii) Tenantshall pay to Landlord on the twentieth (20th) day of the month an amount equal to the Percentage Payment (hereinafter defined) for the immediately preceding month. The phrase “Percentage Payment” shall mean: (A) threepercent (3%) of Tenant’s Gross Sales from the Premises for themonths of August and September, 2020 (such payment due October 20,2020); (B) five percent (5%) of Tenant’s Gross Sales from the Premises for the month ofOctober, 2020 (such payment due November 20, 2020); (C) sevenpercent (7%) of Tenant’s Gross Sales from the Premises for the month of November, 2020 (such payment due December 20, 2020); and (D) nine percent (9%) of Tenant’s Gross Sales from the Premises for the month of December, 2020 (such payment due January 20, 2021). “Gross Sales” are defined on Exhibit Aattached hereto and made apart hereof. (b) From January 1, 2021 through the remainder of the Term, Tenant shall resumenormal payment of Minimum Annual Rent and Additional Rent in accordance with the terms of the Lease, except Exhibit K to the Lease is hereby amended to provide that Tenant shall pay to Landlord as Percentage Rent eight percent (8%) of Gross Sales above an artificial breakpoint of Ten Million Dollars ($10,000,000.00) until Tenant has repaid all of the Deferred Rent, at which point Tenant shall pay sixpercent (6%) of Gross Sales above a natural breakpoint. To the extent the Percentage Payment has not satisfied the Deferred Rent by January 1, 2022, then Tenant shall, in addition to its regular payment ofMinimum AnnualRent, pay to Landlord the sum of TwelveThousand Dollars ($12,000.00) per month (less

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any Percentage Payment actually made) until the Deferred Rent has been repaid (or such lesser amount in the final month to satisfy the repayment of the Deferred Rent). For example, if Tenant is not required to pay a Percentage Payment to Landlord for such month, Tenant shall pay Landlord the sum of $12,0000, but if Tenant has paid a Percentage Payment of $3,000 to Landlord for such month, then Tenant shall pay Landlord the sum of $9,000 in addition to the $3,000 PercentagePayment, and in all of the foregoing cases, such payment being used to repay the Deferred Rent. (c) The phrase “Deferred Rent” shall mean and refer to (i) the amount of all MinimumAnnual Rent that was otherwise due and payable from Tenant from the Rent Commencement Date through December 31, 2020; (ii) the amount of all Additional Rent that was due and payable by Tenant from the Rent Commencement Date to the Opening Date; and (iii) all other amounts payable by Tenant pursuant to the Lease for the period from the Rent Commencement Date through December 31, 2020, less all sums paid by Tenant to Landlord in 2020, including the Percentage Payment. Tenant acknowledges and agrees that it owes Landlord the full amount of Deferred Rent, and that Tenant’s agreement topay the amount of the Deferred Rent in full is a material inducement and condition to Landlord’s agreement to enter into this Amendment. Landlord shall not be deemed to have waived its right to pursue all of the Deferred Rent from Tenant in the event Tenant is in default of this Amendment. (d) From time to time, either party may request that the other party provide anaccounting for repayment of the Deferred Rent pursuant to this Section 5. 6. Confidentiality. Landlord and Tenant each hereby agree to keep the contents and existenceof this Amendment and all financial or sales information delivered by Tenant strictly confidential and shall not disclose the contents or existence of any of the foregoing to any person or governmental authority, except to the extent required by law or court order, or in order toassert its rights under this Amendment or the Lease. Landlord and Tenant agree that the foregoing limitation regarding disclosures to third parties shall not apply to disclosures to their attorneys, accountants, members or owners, lenders, potential buyers, or required disclosures to the government or a court of competent jurisdiction, or, for avoidance of ambiguity, Mr. Joseph Harberg and his employees and affiliated companies. 7. Guarantor’s Joinder. Guarantor hereby joins in the execution of this Amendment for thepurpose of guaranteeing unto Landlord the full and timely payment of all Deferred Rent and Guarantor hereby ratifies and confirmsGuarantor’s obligations and liabilities in connection with that certain Guaranty of Lease executed in connection with the Lease. 8. Non-waiver of Default Remedies. In no event will Landlord’s agreement to thisAmendment or its enforcement of the terms of this Amendment against Tenant or Guarantor be deemed to be awaiver of Landlord’s other rights pursuant to the Lease in the event a Default occurs thereunder. 9. Consideration. Tenant and Guarantor hereby each acknowledge that (a) this Agreement issupported by good and valuable consideration, (b) Landlord would not agree to provide the Allowance Amount to Tenant or defer the timely payment of Minimum Annual Rent without the agreements and obligations of Tenant and Guarantor set forth herein, (c) the Landlord’s payment of the Allowance Amount to Tenant and modification of Tenant’s rent obligations described herein are real and actual benefits to Tenant and Guarantor, and (d) Tenant’s failure to comply with the terms of this Amendment would be detrimental to, and cause material harm to, Landlord’s interests. 10. Counterparts; Full Force and Effect. This instrument may be executed in any number ofidentical counterparts, all of which shall together constitute a single original. Electronic signatures and/or signatures scanned and emailed hereon shall be treated for all purposes as original signatures. Except as expressly modified by this Amendment, all other terms and conditions of the Lease shall remain unchanged

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and in full force and effect. 11. General. The terms of the Lease, as modified by this Amendment, shall remain effective. The terms and provisions of this instrument shall inure to the benefit of Landlord, Tenant and Guarantor and their respective heirs, personal representatives, successors and assignees, and shall bind Landlord, Tenant, Guarantor and their respective heirs, personal representatives, successors and assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which when attached together shall constitute one and the same instrument. Except as modified hereby, the Lease remains unchanged and in full force and effect. [Signatures on following page]

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Exhibit A (a) Gross Sales shall mean and include any and all receipts and revenues from all business conductedat, upon or from the Premises by Tenant, all subtenants, licensees, concessionaires and assignees ofTenant, whether evidenced by cash, check, credit, charge account, exchange or otherwise, and shallinclude, but not be limited to, all amounts received from the sale of any goods or other merchandise in thePremises, for services performed on the Premises, from vending or other machines located within thePremises, and from orders of goods, merchandise, or services taken at the Premises (whether such ordersare filled from the Premises or elsewhere). (b) Gross Sales shall not include (i) the amount of any sales or other tax imposed by any federal,state, municipal or governmental authority directly on sales and collected from customers, (ii) transfers ofmerchandise or goods between different stores of Tenant, (iii) returns to shippers or manufacturers, (iv)fees paid to studios and distributors, (v) cash or credit refunds to customers, (vi) sales of fixtures,machinery and equipment after use thereof not in the ordinary course of conduct of Tenant's business inthe Premises; (vii) tips, discounts, and other complimentary items or services received by Tenant or itsemployees, (viii) any fees customarily charged in connection with customer credit or debit purchases, (ix)Tenant’s receipts of revenue from concessionaires for any use of the Premises provided the sales revenuefrom those concessionaires is included inGross Sales, (x) gift certificates, or like vouchers, until suchtime as the same shall have been converted into a sale by redemption in the Premises, and (xi) sales ofalcoholic beverages if applicable law does not permit percentage rent to be paid or other revenue sharingto be done with respect to such beverages.