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Full title: Objection to confirmation of plan (RE: related document(s)700 Chapter 11 plan) filed by Creditor EPT Dallas LLC. (Carder, Mark)

Document posted on Mar 9, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

§ § (Jointly Administered) EPT DALLAS, LLC, OBJECTION TO CONFIRMATION OF DEBTORS' SECOND AMENDED PLAN OF REORGANIZATION EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, files this objection to confirmation of the Second Amended Plan of Reorganization (the "Plan"), in support of which it states: 1.However, in the event that it is not rejected, EPT incorporates the objections of other landlords concerning assignment and mortgages upon the Lease or premises in violation of the Lease terms, resolution of the cure amount for assumption, adequate assurance of future performance, cutting off future claims, indemnification, setoff and recoupment rights.The undersigned certifies that on March 10, 2021, a true and correct copy of the foregoing document was served via the Court's Electronic Case Filing (ECF) system upon all parties registered to receive electronic notices in this case, including the Office of the United States Trustee and counsel for the Official Committee of Unsecured Creditors and a copy was served by electronic transmission to the following Objection Notice Parties: (i) counsel to the Debtors, Law Offices of Frank J. Wright, (Attn: Frank J. Wright, and Jeffery M. Veteto, frank@fjwright.law and jeff@fjwright.law); (ii) counsel to the Agent, Vinson & Elkins LLP, (Attn: William L. Wallander, andJohn E. Mazey, Michael C. Schneidereit, and Nicholas J. Morin, email: jemazey@jonesday.com, mschneidereit@jonesday.com, and nmorin@jonesday.com); (iv) counsel to the Committee, (a) Pachulski Stang Ziehl & Jones LLP, (Attn: Jeffrey Pomerantz, Robert Feinstein, and Steven Golden, email: jpomerantz@pszjlaw.com, rfeinstein@pszjlaw.com, and sgolden@pszjlaw.com, and (b) Fulbright US LLP, (Attn: Ryan Manns, ryan.manns@nortonrosefulbright.com); (vi) the United States Trustee (Attn: Lisa L. Lambert, email: Lisa.L.Lambert@usdoj.gov.

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Mark S. Carder Admitted Pro Hac Vice Kelley C. Cox STINSON LLP 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219 Telephone: (214) 560-2201 Facsimile: (214) 999-4667 Counsel for EPT Dallas, LLC UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § § STUDIO MOVIE GRILL HOLDINGS, § Case No. 20-32633-SGJ-11 LLC, et al. § § Chapter 11 Debtors. § § (Jointly Administered) EPT DALLAS, LLC, OBJECTION TO CONFIRMATION OF DEBTORS' SECOND AMENDED PLAN OF REORGANIZATION EPT DALLAS, LLC ("EPT"), lessor of an unexpired lease of non-residential real estate to one of the captioned Debtors, files this objection to confirmation of the Second Amended Plan of Reorganization (the "Plan"), in support of which it states: 1. EPT was lessor to Movie Grill Concepts XXI, LLC ("Concepts"), pursuant to a Lease dated August 28, 2013, of non-residential real estate operated as a movie theater. 2. Concepts commenced its Chapter 11 bankruptcy case on October 23, 2020. Case No. 20-32648, Docket 1. 3. EPT has filed a proof of claim exceeding $1.6 million for unpaid rent and taxes on the lease. See Case No. 20-32648. EPT has filed an application for administrative expenses in the

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amount of $215,649.28 for unpaid post-petition rent and taxes pursuant to 11 U.S.C. § 365(d)(3). Docket 736. 4. Debtors filed a motion to reject the Lease on April 30, 2020. Docket 602. EPT filed a limited objection. Debtors have never set the matter for hearing in order to enable EPT to determine when such rejection would be effective. Apparently, Debtors now seek to obtain no order approving rejection until the effective date of the Plan occurs. In such event, the effective date of the rejection should be the same date and administrative rent and taxes be paid through that date. 5. The Plan fails to comply with the provisions of the Bankruptcy Code because the supplements to the Plan inconsistently provide that Concepts will be abandoned as a debtor and its case dismissed or will be converted to liquidation under Chapter 7. The Bankruptcy Code does not permit both forms of relief. Moreover, a plan is not the appropriate means to obtain such relief. Instead, a motion to either dismiss or convert the Concepts case must be filed and establish the requirements of such relief under 11 U.S.C. § 1112. The Plan makes no attempt to do so. Similarly, the Plan purports to grant releases beyond the discharge granted by the Bankruptcy Code. EPT incorporates the objection of other creditors on this basis, including (without limitation), Docket 736. 6. The Lease is presently listed as one to be rejected. However, in the event that it is not rejected, EPT incorporates the objections of other landlords concerning assignment and mortgages upon the Lease or premises in violation of the Lease terms, resolution of the cure amount for assumption, adequate assurance of future performance, cutting off future claims, indemnification, setoff and recoupment rights. See e.g., Docket 736. WHEREFORE, EPT requests that the Court deny confirmation of the Plan.

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Respectfully submitted, STINSON LLP By: /s/ Mark S. Carder Mark S. Carder mark.carder@stinson.com Admitted Pro Hac Vice Kelley C. Cox State Bar. No. 24092291 kelley.cox@stinson.com 3102 Oak Lawn Avenue, Suite 777 Dallas, Texas 75219-4259 Telephone: (214) 560-2201 Telecopier: (214) 560-2203 ATTORNEYS FOR EPT DALLAS, LLC CERTIFICATE OF SERVICE The undersigned certifies that on March 10, 2021, a true and correct copy of the foregoing document was served via the Court's Electronic Case Filing (ECF) system upon all parties registered to receive electronic notices in this case, including the Office of the United States Trustee and counsel for the Official Committee of Unsecured Creditors and a copy was served by electronic transmission to the following Objection Notice Parties: (i) counsel to the Debtors, Law Offices of Frank J. Wright, (Attn: Frank J. Wright, and Jeffery M. Veteto, frank@fjwright.law and jeff@fjwright.law); (ii) counsel to the Agent, Vinson & Elkins LLP, (Attn: William L. Wallander, and Bradley R. Foxman, email: bwallander@velaw.com and bfoxman@velaw.com); (iii) counsel to Crestline, Jones Day, (Attn: John E. Mazey, Michael C. Schneidereit, and Nicholas J. Morin, email: jemazey@jonesday.com, mschneidereit@jonesday.com, and nmorin@jonesday.com); (iv) counsel to the Committee, (a) Pachulski Stang Ziehl & Jones LLP, (Attn: Jeffrey Pomerantz, Robert Feinstein, and Steven Golden, email: jpomerantz@pszjlaw.com, rfeinstein@pszjlaw.com,

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and sgolden@pszjlaw.com, and (b) Norton Rose Fulbright US LLP, (Attn: Ryan Manns, ryan.manns@nortonrosefulbright.com); (vi) the United States Trustee (Attn: Lisa L. Lambert, email: Lisa.L.Lambert@usdoj.gov. /s/ Mark S. Carder Mark S. Carder