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Full title: Application for compensation for Keen-Summit Capital Partners LLC, Other Professional, Period: 10/23/2020 to 5/10/2021, Fee: $1137649, Expenses: $0.00. Filed by Other Professional Keen-Summit Capital Partners LLC Objections due by 6/21/2021. (Attachments: # 1 Exhibit Exhibit A) (Wright, Frank)

Document posted on May 27, 2021 in the bankruptcy, 9 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 4, 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 ManagementKeen-Summit Capital Partners LLC Authorized to Provide Professional Services to: Studio Movie Grill Holdings, LLC and its debtor affiliates (the “Debtors”)1 Date of Application to Employ Keen: October 29, 2020Accordingly, Keen hereby files this first and final application (the “First and Final Fee Application”) for the allowance of compensation in the total amount of $1,137,649 for the period of the Petition Date of October 23, 2020 through and

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Document Contents

Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-910 ATTORNEYS FOR THE DEBTORS, STUDIO MOVIE GRILL HOLDINGS, LLC, et al. IN THE UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § CASE NO. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, § Chapter 11 et al.,1 § 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 4, 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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COVER SHEET OF FIRST AND FINAL APPLICATION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED BY KEEN-SUMMIT CAPITAL PARTNERS LLC AS REAL ESTATE ADVISOR FOR THE DEBTORS FOR THE PERIOD FROM OCTOBER 23, 2020 THROUGH MAY 10, 2021 Name of Applicant: Keen-Summit Capital Partners LLC Authorized to Provide Professional Services to: Studio Movie Grill Holdings, LLC and its debtor affiliates (the “Debtors”)1 Date of Application to Employ Keen: October 29, 2020 [Docket No. 93] Date of Keen Retention: Order entered December 16, 2020, nunc pro tunc to the Petition Date (October 23, 2020) [Docket No. 354] Period for which compensation is sought: Petition Date through May 10, 2021 Amount of final compensation for which approval is sought as actual, reasonable, and necessary: $1,137,649 Amount of final expense reimbursement $0.00 sought as actual, reasonable, and necessary: This is a/an: _____ interim X final application

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FIRST AND FINAL APPLICATION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED BY KEEN-SUMMIT CAPITAL PARTNERS LLC AS REAL ESTATE ADVISOR FOR THE DEBTORS FOR THE PERIOD OF OCTOBER 23, 2020 THROUGH MAY 10, 2021 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, 12th FLOOR, DALLAS, TEXAS 75242 BEFORE CLOSE OF BUSINESS ON MONDAY, JUNE 21, 2021, WHICH IS AT LEAST 24 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. TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Pursuant to Title 11 (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”), on December 16, 2020, this Court approved the amended application (the “Application”) [Docket No. 93] of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) and entered an order (the “Order”) [Docket No 354] under Sections 327(a) and 328 of the Bankruptcy Code, (a) authorizing the employment and retention of Keen-Summit Capital Partners LLC (“Keen”) to serve as the Debtors’ real estate advisors in connection with these chapter 11 cases, nunc pro tunc to the Petition Date of October 23, 2020 on the terms and conditions set forth in the retention agreement between the Debtors and Keen, dated as of October 13, 2020 (the “Retention Agreement”); (b) approving the terms of Keen’s employment and retention, including the proposed Transactional Fees, indemnification provisions, and waiver of

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certain information requirements; and (c) waiving certain time-keeping requirements, and (d) granting related relief, all as more fully set forth in the Application. As set forth below, the Keen’s services to the Debtor have concluded. Accordingly, Keen hereby files this first and final application (the “First and Final Fee Application”) for the allowance of compensation in the total amount of $1,137,649 for the period of the Petition Date of October 23, 2020 through and including May 10, 2021 (the “Fee Period”). Keen did not incur any expenses for which it is seeking reimbursement from the Debtors. In further support of this First and Final Fee Application, Keen respectfully states as follows: I. The Employment Application 1. Pursuant to the Application, the Debtors requested the employment and retention of Keen to provide real estate advisory and lease restructuring services to the Debtors under the terms of the Retention Agreement attached to the Application. In particular, Keen was to be granted “the sole and exclusive authority to represent Company in the negotiation of Transactions” relating to “rent reductions, lease term modifications, lease terminations and other leasehold concessions”. 2. Pursuant to the Retention Agreement, Keen will “contact the landlord for each Property and will seek to negotiate with the landlord for modifications in accordance with the parameters established by Company”. Further, Keen will work with “the landlords, the Company, and the Company’s counsel to assist in documenting all lease modification proposals”. 3. Pursuant to the Retention Agreement, Compensation for the services provided was to be paid as follows: “C. Advisory Fee. Company agrees to pay Keen on the Effective Date an earned, non-refundable engagement fee of $50,000. D. Transactional Fees. Lease Modifications and Terminations: On the Lease Modification Agreement Date, Keen shall have earned and Company shall pay Keen, on a per Property basis, 25% of the fee for such transaction, consisting of two thousand five hundred dollars

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($2,500) plus six percent (6%) of “Savings”. The remaining 75% shall be earned and payable upon the assumption of the lease through the bankruptcy court. E. Non-Monetary Lease Modification: If the Modification Agreement creates non-monetary value then Keen shall have earned additional compensation and shall be paid, on a per Property basis, as follows: 1. For a rent deferral, Keen shall have earned and Company shall pay a fee of two thousand five hundred dollars ($2,500) plus three percent (3%) of the deferred amount per Property. After negotiating a rent deferral, if Keen is asked to negotiate further rent deferrals, then upon the successful completion of each additional Lease Modification Agreement, Keen shall have earned an additional fee of three percent (3%) of the additional deferred amount. For a lease modification that results in “rent as a percentage of sales” to be paid to the landlord, then Keen shall have earned two thousand five hundred dollars ($2,500) plus 6% of the Savings. Keen shall be paid a 3% advance against estimated savings subject to a year-end true-up for all such modifications on a per Property basis. Should Company’s rent increase above existing contract rent due to an increase in revenue, Keen shall keep the fee paid with no further fee due. In no event shall Keen earn less than $5,000 per Property Transaction under this provision and in no event shall Keen be required pay back any funds to Company.” No Expenses were incurred by Keen during the Fee Period. II. Keen’s Request for First and Final Allowance of Compensation 4. Keen successfully negotiated lease modification agreements on behalf of the Debtors which resulted in projected Rent Savings of $8,173,233, Interest Savings of $168,071, Pre-petition Cure Amount Savings of $7,990,623 and deferred Cure Payments of $1,674,454. In total, ~$18,006,382 in projected Savings and Deferrals were achieved. 5. To date, Keen has received payment of $892,452, inclusive of the Advisory Fee. Pursuant to “E.1” in Paragraph 3 above, Keen shall be paid a 3% advance against estimated savings subject to a year-end true-up for all such modifications on a per Property basis. 6. Attached as Exhibit “A” is a summary of Keen’s earned, paid, and owing fees. 7. Accordingly, the balance of $245,197 shall be payable upon the year-end true-up, subject to adjustment based upon the Company’s actual revenue for 2021.

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III. Conclusion 8. In considering Keen’s request for compensation, the Order provides “The Debtors are hereby authorized to employ and retain Keen-Summit Partners, LLC for the Debtors effective as of the Petition Date pursuant to the relevant terms of the Application and the Retention Agreement.” 9. The Order provides that Applicant will be paid a fee for its services rendered in accordance with Retention Agreement and the Order. The compensation sought pursuant to the Retention Agreement is based on customary compensation sought by comparably skilled practitioners in transactions of this nature and was negotiated in good faith, at arms-length. 10. Keen respectfully submits that the compensation was earned in strict compliance with the terms and conditions of the Retention Agreement. 11. Based upon the foregoing, Keen respectfully submits that its fees earned as set forth herein should be approved.

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STATEMENT OF CERTIFYING PROFESSIONAL The undersigned hereby certifies that I have read the foregoing First and Final Fee Application of Keen-Summit Capital Partners LLC, and to the best of my knowledge, information and belief, formed after reasonable inquiry, the compensation requested (a) are in conformity with the Court’s Guidelines for Compensation and Reimbursement of Professionals in Chapter 11 Cases, effective January 1, 2001, and (b) were billed at rates, in accordance with practices, no less favorable than those customarily employed by the Applicant and generally accepted by the Applicant's clients. Dated: May 28, 2021 Keen-Summit Capital Partners LLC New York By: /s/ Matthew Bordwin________ Matthew Bordwin, Managing Director 1 Huntington Quadrangle - Suite 2C04 Melville, NY 11747

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WHEREFORE, Keen respectfully requests the Court to (a) enter an order granting this First and Final Fee Application; (b) approve on a final basis, compensation for services rendered in the amount of $1,137,649, subject to adjustment pursuant to the year-end true-up; and (c) grant such other, further, or additional relief as may be just and proper. DATED: May 28, 2021 Respectfully submitted, LAW OFFICES OF FRANK J. WRIGHT, PLLC By: /s/ Frank J. Wright Frank J. Wright Texas Bar No. 22028800 Jeffery M. Veteto Texas Bar No. 24098548 Jay A. Ferguson Texas Bar No. 24094648 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 Emails: frank@fjwright.law jeff@fjwright.law jay@fjwright.law ATTORNEYS FOR THE DEBTORS, STUDIO MOVIE GRILL HOLDINGS, LLC, et al.

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CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document was served on the parties listed below, on all parties consenting to electronic service of this case via the Court’s ECF system for the Northern District of Texas on all parties electronically accepting service on the 28th day of May, 2021. /s/ Jeffery M. Veteto Jeffery M. Veteto

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