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Full title: Application for compensation for EFA Partners, LLC, Other Professional, Period: 10/23/2020 to 1/31/2021, Fee: $250,000.00, Expenses: $500.00. Filed by Objections due by 6/22/2021. (Veteto, Jeffery)

Document posted on May 31, 2021 in the bankruptcy, 10 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 ManagementAuthorized to Provide Professional Services to: Studio Movie Grill Holdings, LLC and its debtor affiliates (the “Debtors”)1 Date of Application to Employ EFA: October 30, 2020[Docket No 326] under Sections 327(a) and 328 of the Bankruptcy Code, (a) authorizing the employment and retention of EFA Partners LLC (“EFA”) to serve as the Debtors’ financial advisors in connection investigation into the marketability of the Debtors’ assets and overseeing a Sectio

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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 EFA PARTNERS LLC AS FINANCIAL ADVISOR FOR THE DEBTORS FOR THE PERIOD FROM OCTOBER 23, 2020 THROUGH JANUARY 31, 2021 Name of Applicant: EFA 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 EFA: October 30, 2020 [Docket No. 99] Date of EFA Retention: Order entered December 10, 2020, nunc pro tunc to the Petition Date (October 23, 2020) [Docket No. 326] Period for which compensation is sought: Petition Date through January 31, 2021 Amount of final compensation for which approval is sought as actual, reasonable, and necessary: $250,000.00 Amount of final expense reimbursement $500.00 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 EFA PARTNERS LLC AS FINANCIAL ADVISOR FOR THE DEBTORS FOR THE PERIOD FROM OCTOBER 23, 2020 THROUGH JANUARY 31, 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 TUESDAY, JUNE 22, 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. 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”), except as waived, on December 10, 2020, this Court approved the application (the “Application”) [Docket No. 99] of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) and entered an order (the “Order”) [Docket No 326] under Sections 327(a) and 328 of the Bankruptcy Code, (a) authorizing the employment and retention of EFA Partners LLC (“EFA”) to serve as the Debtors’ financial advisors in connection investigation into the marketability of the Debtors’ assets and overseeing a Section 363 sale process in 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 EFA, dated as of October 15, 2020 (the “Retention Agreement”); (b) approving the terms of EFA’s employment and retention, including the proposed Fee Structure, indemnification provisions, and waiver of certain information requirements;

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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 EFA’s services to the Debtor have concluded. Accordingly, EFA hereby files this first and final application (the “First and Final Fee Application”) for the allowance of compensation in the total amount of $250,000.00, and expenses in the total amount of $500.00 for the period of the Petition Date of October 23, 2020 through and including January 31, 2021 (the “Fee Period”). In further support of this First and Final Fee Application, EFA respectfully states as follows: I. The Employment Application 1. Pursuant to the Application, the Debtors requested the employment and retention of EFA to provide financial advisory services to the Debtors with respect to marketing for sale substantially all of the Debtors’ assets under the terms of the Retention Agreement attached to the Application. In particular, EFA was to “conduct a comprehensive review of the Company to provide a market test for potential investors or acquirers of the Company, as the Company plans on entering a Chapter 11 reorganization process. EFA will oversee a potential Section 363 sale process[.]” 2. Pursuant to the Retention Agreement, EFA agreed to perform, as necessary, twelve (12) interrelated areas of efforts toward this objective. 3. Pursuant to the Retention Agreement, compensation for the services provided was to be paid as follows: (i) Retainer. A retainer fee of $250,000.00 shall be paid to EFA, with $100,000.00 to be paid upon execution of this Agreement and the balance to be paid in three (3) monthly installments in the amount of $50,000.00 per month on November 15, 2020, December 15, 2020, and January 15, 2021. After the full payment of such $250,000 retainer fee, the Company will pay EFA a monthly fee of $50,000 payable on the 15th day of each successive month commencing February 15th, 2021 unless this Agreement is terminated in accordance with the Retention Agreement during the initial four (4) month term.

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(ii) Expense Reimbursement. The Company shall reimburse EFA for its reasonable. Company approved out-of-pocket expenses incurred from time to time during the Term, payable within fifteen (15) days of the date that EFA provides the Company with written documentation of any such expense. All expenses in excess of $1,000 shall require the pre-approval of the Company 4. EFA was paid a retainer of $100,000.00 pre-petition and $150,000.00 in three equal monthly installments post-petition and is paid in full on their $250,000.00 compensation. EFA incurred $500.00 of reimbursable expenses related to the data room it established and maintained for seek it now seeks allowance and payment. II. EFA’s Request for First and Final Allowance of Compensation 5. EFA performed under the terms of its Retention Agreement, assessing the marketability of the Debtors’ businesses as a going-concern, engaging with numerous exhibitors, private equity firms, and companies in the industry. EFA prepared marketing materials and led significant and substantive dialogue with potentially interested parties. Ultimately, fifteen (15) separate entities executed nondisclosure agreements, under which EFA managed and coordinated the dissemination of a Confidential Information Memorandum and other document requests. 6. Despite EFA’s best efforts, no bid was received and the auction process was adjourned without a sale. Shortly thereafter, EFA’s professional services ceased in this case. 7. Attached as Exhibit “A” is a summary of EFA’s earned, paid, and owing fees. 8. By this Application, EFA requests that the $250,000.00 already paid to it and the $500.00 of expenses incurred under its Retention Agreement be allowed and approved on a final basis. III. CONCLUSION 9. In considering EFA’s request for compensation and expenses, the Order provides “The Debtors are hereby authorized to employ and retain EFA for the Debtors effective as of the Petition Date pursuant to the relevant terms of the Application and the Retention Agreement.”

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10. 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. 11. EFA respectfully submits that the compensation was earned in strict compliance with the terms and conditions of the Retention Agreement. 12. The Order further provides that Applicant will be reimbursed its expense incurred in accordance with the Retention Agreement and the Order. The expenses sought pursuant to the Retention Agreement were actually incurred by EFA and reimbursable without advance consent from the Debtors. 13. Based upon the foregoing, EFA respectfully submits that its fees earned and expenses incurred 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 EFA 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: June 1, 2021 EFA Partners LLC By: _/s/ Ralph Willis__________________ Ralph Willis Managing Partner 260 Madison Ave., 8th Floor New York, NY 10016

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WHEREFORE, EFA 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 $250,000.00 and expenses in the amount of $500.00; and (c) grant such other, further, or additional relief as may be just and proper. DATED: June 1, 2021 Respectfully submitted, 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 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 1st day of June, 2021. /s/ Jeffery M. Veteto Jeffery M. Veteto

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EXHIBIT“A”
Table 1 on page 10. Back to List of Tables
FEE & EXPENSE SUMMARY None
Flat Fee (pursuant to Retention Agreement) $250,000.00
Expenses Incurred $500.00
Total Fees & Expenses Earned: $250,500.00
Amount Received to Date: ($250,000.00)
Balance Due: $500.00

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