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Full title: Second Stipulation and Agreed Order By and Among the Debtors, the Agent, and the Committee of Unsecured Creditors Extending the Challenge Deadline as to Preserved Claims (RE: related document(s)15 Motion to use cash collateral filed by Debtor Studio Movie Grill Holdings, LLC). Entered on 2/23/2021 (Rielly, Bill)

Document posted on Feb 22, 2021 in the bankruptcy, 8 pages and 0 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 ManagementThe above-captioned debtors and debtors in possessi[IA1]on (collectively, the “Debtors”), Goldman Sachs Special Lending Group, L.P., as administrative agent under the Prepetition Credit Agreement (as defined below) (in such capacity, the “Prepetition Agent”), on behalf of itself and the other lender parties as holders of the Prepetition Lenders’ Claims2 under the Prepetition Credit Agreement (collectively in such capacities, the “Prepetition Lenders”) to that

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he following constitutes the ruling of the court and has the force and effect therein described. ned February 23, 2021 ____________________________________________________________________IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION § In re: § Chapter 11 § Studio Movie Grill Holdings, LLC, et al.,1 § Case No. 20-32633-SGJ-11 § Debtors. § (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 STIPULATION AND AGREED ORDER BY AND AMONG THE DEBTORS, THE AGENT, AND THE COMMITTEE OF UNSECURED CREDITORS EXTENDING THE CHALLENGE DEADLINE AS TO PRESERVED CLAIMS The above-captioned debtors and debtors in possessi[IA1]on (collectively, the “Debtors”), Goldman Sachs Special Lending Group, L.P., as administrative agent under the Prepetition Credit Agreement (as defined below) (in such capacity, the “Prepetition Agent”), on behalf of itself and the other lender parties as holders of the Prepetition Lenders’ Claims2 under the Prepetition Credit Agreement (collectively in such capacities, the “Prepetition Lenders”) to that certain Second Amended and Restated Credit and Guaranty Agreement dated as of March 29, 2019 (as amended, supplemented, or otherwise modified from time to time prior to the Petition Date, the “Prepetition Credit Agreement”), Goldman Sachs Special Lending Group, L.P., as administrative agent under the DIP Financing Amendment (as defined below) (in such capacity, the “DIP Agent,” and collectively with the Prepetition Agent, the “Agent”), on behalf of itself and the other lender parties as holders of DIP Obligations (collectively in such capacities, the “DIP Lenders”) to that certain Senior Secured Superpriority Debtor-in-Possession Financing Amendment dated as of October 27, 2020 to the Prepetition Credit Agreement (the “DIP Financing Amendment”), and the Official Committee of Unsecured Creditors appointed in the Debtors’ cases (the “Committee,” and together with the Debtors and the Agent, the “Parties”) hereby stipulate and agree (this “Second Stipulation and Agreed Order”) by and through their respective undersigned counsel to the following: RECITALS WHEREAS, on October 23, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) 2 Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Final DIP Order (as defined below).

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in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Court”); WHEREAS, on October 27, 2020, the Court entered the Interim 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, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief [Docket No. 52]; WHEREAS, on November 16, 2020, the United States Trustee filed the Appointment of the Official Unsecured Creditors’ Committee [Docket No. 173] establishing the Committee pursuant to section 1102 of the Bankruptcy Code; WHEREAS, on December 1, 2020, the 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”); WHEREAS, paragraph 100 of the Final DIP Order requires, among other things, that any party in interest that has requisite standing to assert a Challenge must properly file an adversary proceeding or contested matter by no later than the earlier of (i) five (5) days prior to any confirmation hearing or (ii) January 11, 2021 (or, in the case of the Committee, no later than the earlier of (i) 5 days prior to any confirmation hearing or (ii) sixty (60) days from the date of Committee appointment); WHEREAS, the Committee contends that the Prepetition Lenders’ Collateral securing the obligations under the Prepetition Credit Agreement does not include, and/or the Prepetition Agent does not have a perfected or otherwise enforceable security interest in, certain identifiable assets of the Debtors or the proceeds thereof as of the Petition Date; WHEREAS, the Debtors, the Agent, on behalf of itself and the other Prepetition Lenders, and the Committee have agreed to stipulate that the Challenge Deadline, for the Committee only, shall

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be extended solely with respect to the Preserved Claims (as defined in the First Stipulation (as defined below)), as more fully set forth herein; WHEREAS, on January 14, 2021, the Court entered the Stipulation and Agreed Order By and Among the Debtors, the Agent, and the Committee of Unsecured Creditors Extending the Challenge Deadline as to Preserved Claims [Docket No. 498] (the “First Stipulation”) which, among other things, extended the Challenge Deadline for the Preserved Claims; WHEREAS, upon execution of the First Stipulation, the Challenge Deadline for the Committee terminated and the Committee irrevocably waived its right to bring any Challenges with respect to any matter other than the Preserved Claims; and WHEREAS, this Second Stipulation and Agreed Order has been negotiated in good faith and at arm’s length between the Parties, each of which has been represented by counsel. NOW, THEREFORE, the Parties stipulate, acknowledge and agree as follows: 1. Upon execution of this Second Stipulation and Agreed Order, the Challenge Deadline for the matters designated as Preserved Claims in the First Stipulation, shall be extended solely for the Committee through the effective date of the Plan; provided that if the Plan effective date does not occur on or before March 19, 2021, the Challenge Deadline for the Preserved Claims with respect to the Committee shall be indefinitely tolled until the Agent provides the Committee ten (10) business days’ prior written notice (a “Consent Notice”) of its intention to withdraw its consent to the continued tolling of the Challenge Deadline for the Preserved Claims, in which event the Challenge Deadline shall expire ten (10) business days after the Agent sends the Committee the Consent Notice; provided further, that nothing shall prejudice the Committee’s or the Agent’s rights to seek an expedited determination from the Court regarding same. Notwithstanding the expiration of the Challenge Deadline or anything otherwise set forth herein, (i) the Committee reserves the right to assert that one or more of the Preserved Claims or any other potential claims against the Prepetition Lenders are not

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the subject of stipulations, admissions, agreements and releases of the Debtors contained in the Final DIP Order and (ii) the Debtors, the Agent, the Prepetition Lenders, and the DIP Lenders reserve the right to object to or oppose any such assertion. 2. Agent’s and Prepetition Lenders’ Rights, Claims, and Defenses Preserved. This Second Stipulation and Agreed Order shall have no effect or bearing on any of the Agent’s or the Prepetition Lenders’ rights, claims, or defenses with respect to (i) any of the Preserved Claims or any other potential claims against the Prepetition Lenders (the “Potential Claims”) or (ii) contesting the Preserved Claims or the Potential Claims, including without limitation whether any of the Prepetition Liens are avoidable, which rights, claims, and defenses are preserved in all respects. 3. Adequate Protection. This Second Stipulation and Agreed Order shall have no effect or bearing on the scope of any liens or claims of the Agent or Prepetition Lenders with respect to the adequate protection liens or claims arising in connection with these Cases, all of which shall be governed by the Final DIP Order, subject to the Committee’s reservation of rights herein as to the Preserved Claims. 4. Debtor-in Possession Financing. This Second Stipulation and Agreed Order shall have no effect or bearing on the DIP Collateral, DIP Liens or the DIP Obligations, all of which shall be governed by the Final DIP Order. 5. DIP Order Otherwise Unmodified. Except as expressly set forth herein, this Second Stipulation and Agreed Order shall not modify or have any effect upon the Final DIP Order. Notwithstanding anything to the contrary herein, this Second Stipulation and Agreed Order shall not extend the Challenge Deadline for any party other than the Committee and solely with respect to the Preserved Claims.

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6. Applicable Law. This Second Stipulation and Agreed Order shall be interpreted and construed in accordance with the provisions of the Bankruptcy Code, and, where not inconsistent, the laws of the State of Texas. 7. Entire Agreement. This Second Stipulation and Agreed Order constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous written or oral communications, understandings, and agreements with respect to the subject matter hereof and this Second Stipulation and Agreed Order cannot be amended except by an authorized agreement in writing between the Parties. 8. Representations and Warranties. The undersigned hereby represent and warrant that they have full authority to execute this Second Stipulation and Agreed Order on behalf of the respective Parties and that the respective Parties have full knowledge of, and have consented to, this Second Stipulation and Agreed Order. 9. Construction. This Second Stipulation and Agreed Order shall be construed without regard to any presumption or other rule requiring construction against the party causing the document to be drafted. Each Party warrants that it has been represented and advised by counsel in connection with the negotiation, preparation, and execution of this Second Stipulation and Agreed Order and all matters covered by it. 10. Jurisdiction. The Court shall retain exclusive jurisdiction over the implementation of this Second Stipulation and Agreed Order and the determination of any matters relating to or arising from this Second Stipulation and Agreed Order or the implementation thereof. 11. Manner of Execution. This Second Stipulation and Agreed Order may be executed in counterparts, each of which shall constitute an original, and such counterparts shall be construed together as one instrument. Facsimile or pdf signatures shall be deemed original signatures. # # # End of Order # # #

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Respectfully Submitted By: VINSON & ELKINS LLP By: /s/ Bradley R. Foxman William L. Wallander, Esq. (TX 20780750) Bradley R. Foxman, Esq. (TX 24065243) Matthew J. Pyeatt, Esq. (TX 24086609) Trammel Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Tel: 214-220-7700 Fax: 214-220-7716 Emails: bwallander@velaw.com; bfoxman@velaw.com; mpyeatt@velaw.com Counsel to Goldman Sachs Specialty Lending Group, L.P NORTON ROSE FULBRIGHT By: /s/ Maxim B. Litvak________________ Kristian W. Gluck (SBT 24038921) Ryan E. Manns (SBT 24041391) Laura L. Smith (SBT 24066039) 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Tel: (214) 855-8000 Facsimile: (214) 855-8200 kristian.gluck@nortonrosefulbright.com ryan.manns@nortonrosefulbright.com laura.smith@nortonrosefulbright.com Local Counsel to the Official Committee of Unsecured Creditors -and-

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PACHULSKI STANG ZIEHL & JONES LLP Jeffrey N. Pomerantz (admitted pro hac vice) Maxim B. Litvak (SBT 24002482) 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Facsimile: (310) 201-0760 jpomerantz@pszjlaw.com mlitvak@pszjlaw.com Robert J. Feinstein (admitted pro hac vice) Steven W. Golden (SBT 24099681) 780 Third Avenue, 34th Floor New York, NY 10017 rfeinstein@pszjlaw.com sgolden@pszjlaw.com Tel: (212) 561-7700 Facsimile: (212) 561-7777 Lead Counsel to the Official Committee of Unsecured Creditors 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 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Counsel to Debtors and Debtors-in-Possession