HTML Document View

Full title: Application for compensation /First and Final Application of Dundon Advisers LLC as Financial Advisor to The Official Committee of Unsecured Creditors for Allowance of an Administrative Expense Claim for Compensation and for Reimbursement of Expenses Incurred for the Period From November 19, 2020 through April 15, 2021 for Dundon Advisers LLC, Financial Advisor, Period: 11/19/2020 to 4/15/2021, Fee: $218,415.00, Expenses: $0.00. Filed by Financial Advisor Dundon Advisers LLC Objections due by 6/22/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E) (Manns, Ryan)

Document posted on May 31, 2021 in the bankruptcy, 14 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Peter Hurwitz Peter Hurwitz TO THE HONORABLE STACEY G. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE: Dundon Advisers LLC (“Dundon”), financial advisor for the Official Committee of Unsecured Creditors (the “Committee”) of Studio Movie Grill Holdings, LLC, et al.Dundon requests that the Court enter an order (the “Order”), substantially in the form attached hereto as Exhibit E: (a) awarding Dundon final compensation for professional services provided during the Final Fee Period in the amount of $218,415.00 and reimbursement of expenses in the amount of $0.00; (b) authorizing and directing the Debtors to remit payment to Dundon for such fees and expenses; (d) approving fees and expenses incurred by Dundon for the period from November 19, 2020 through and including April 15, 2021 on a final basis; and (d) granting such other relief as is appropriate under the circumstances. During the Final Fee Period, Dundon, among other things: (i) reviewed and analyzed the Debtors’ budgets and variance reports; (ii) reviewed and analyzed the Debtors monthly operating reports; (iii) assisted on the preparation of an objection to the cash collateral order; and (iv) communicated with Committee members and other committee professionals regarding the foregoing.During the Final Fee Period, Dundon, among other things: (i) prepared presentations for the Committee on the business, budget variances and the sales process; (ii) participated in weekly status calls with the Committee and its professionals; and (iii) communicated with Committee members, Committee counsel and Debtor’s professionals.Dundon respectfully requests that the Court enter an Order: (a) awarding Dundon final compensation for services provided and reimbursement of expenses incurred during the Final Fee Period in the amount of $218,415.00 consisting of (i) $218,415.00 in fees and (ii) $0.00 in expenses; and (b) authorizing and directing the Debtors to remit payment to Dundon for such fees and costs.

List of Tables

Document Contents

Jeffrey N. Pomerantz (admitted pro hac vice) Kristian W. Gluck (SBT 24038921) Maxim B. Litvak (SBT 24002482) Ryan E. Manns (SBT 24041391) PACHULSKI STANG ZIEHL & JONES LLP Laura L. Smith (SBT 24066039) 10100 Santa Monica Boulevard, 13th Floor NORTON ROSE FULBRIGHT US LLP Los Angeles, CA 90067 2200 Ross Avenue, Suite 3600 Tel: (310) 277-6910 Dallas, TX 75201-7932 Facsimile: (310) 201-0760 Telephone: (214) 855-8000 jpomerantz@pszjlaw.com Facsimile: (214) 855-8200 mlitvak@pszjlaw.com kristian.gluck@nortonrosefulbright.com ryan.manns@nortonrosefulbright.com Robert J. Feinstein (admitted pro hac vice) laura.smith@nortonrosefulbright.com Steven W. Golden (SBT 24099681) PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, NY 10017 rfeinstein@pszjlaw.com sgolden@pszjlaw.com Tel: (212) 561-7700 Facsimile: (212) 561-7777 Counsel for the Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Case No. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, et al.,1 § Chapter 11 § Debtors. § Jointly Administered FIRST AND FINAL APPLICATION OF DUNDON ADVISERS LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF AN ADMINISTRATIVE EXPENSE CLAIM FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM NOVEMBER 19, 2020 THROUGH APRIL 15, 2021 1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://www.donlinrecano.com/Clients/smgh/Index

1

A HEARING WILL BE CONDUCTED ON THIS MATTER ON THURSDAY, _______, 2021, AT ____.M., AT THE EARL CABELL FEDERAL BUILDING, 1100 COMMERCE STREET, 14TH FLOOR, COURTROOM #3, DALLAS, TEXAS. IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT BY _____, 2021. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. SUMMARY SHEET Name of Applicant: Dundon Advisers LLC Financial Advisor to the Official Applicant’s Role in Case Committee of Unsecured Creditors Date Order of Employment Signed: January 13, 2021 [Docket No. 478] Beginning of End of Period Time Period Covered by this Statement: Period November 19, 2020 April 15, 2021 Time Period Covered by any Prior Applications: N/A N/A Total Amounts Awarded in All Prior Applications: $0.00 Total Fees Requested in this Final Application: $218,415.00 Total Actual Professional Hours Covered by this 380.10 Final Application: Average Hourly Rate for Professionals: $574.62 Reimbursable Expenses Sought in this Final $0.00 Application: Additional Fees for Preparation of this Final $5,950.00 Application Additional Estimated Fees for April 16, 2021 – June 1, 2021 (which will be supplemented prior to $10,000.00 the hearing on this Application) Total Amounts Requested in this Final Application $234,365.00 Date of Confirmation Hearing: March 26, 2021

2

Name of Applicant: Dundon Advisers LLC Indicate whether the Plan has been confirmed. Yes

3

Summary of Interim Compensation Paid To Date (Excluding Current (Stub) Current (Stub) Period Period) Total Fees Requested: $0.00 $0.00 Total Expenses Requested: $0.00 $0.00 Total Disbursements Requested: $0.00 $0.00 Total Disbursements Paid: $0.00 $0.00 Dated: June 1, 2021 /s/ Peter Hurwitz Peter Hurwitz

4

TO THE HONORABLE STACEY G. JERNIGAN, UNITED STATES BANKRUPTCY JUDGE: Dundon Advisers LLC (“Dundon”), financial advisor for the Official Committee of Unsecured Creditors (the “Committee”) of Studio Movie Grill Holdings, LLC, et al. (the “Debtors”), hereby submits its first and final application (the “Final Application”) for final allowance of compensation for professional services provided in the amount of $218,415.00 and reimbursement of expenses incurred in the amount of $0.00 for the period of November 19, 2020 through and including April 15, 2021 (the “Final Fee Period”), and fees of $5,950.00 for preparation of this Final Application, and estimated fees of $10,000.00 for the period April 16, 2021 thru June 1, 2021. In support of this Final Application, Dundon respectfully states as follows: INTRODUCTION 1. During the pendency of these cases, the Committee was instrumental in the reaching of a global case resolution that is embodied in the terms of the Plan and will provide a dedicated pool of assets available for allowed general unsecured claim holders. The resolution that resulted from the Committee’s efforts: (i) provided holders of Class 5 Allowed GUC Claims their pro rata share of $1.0 million in cash net of expenses and the net proceeds of recovery from a pending lawsuit on the terms set forth in the Plan; (ii) provided holders of Allowed Class 6 Convenience Claims a 10% recovery in cash; and (iii) provided that all general unsecured creditors will receive the benefit of the Debtors’ waiver of all avoidance actions, notably including preference actions. JURISDICTION 2. The United States District Court for the Northern District of Texas (the “District Court”) has jurisdiction over the subject matter of this Application pursuant to 28 U.S.C. § 1334. The District Court’s jurisdiction has been referred to this Court pursuant to 28 U.S.C.

5

§ 157 and the District Court’s Miscellaneous Order No. 33, Order of Reference of Bankruptcy Cases and Proceedings Nunc Pro Tunc dated August 3, 1984. This is a core matter pursuant to 28 U.S.C. § 157(b), which may be heard and finally determined by this Court. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 4. This Application is made pursuant to Sections 327, 330, and 1103 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas (the “Local Rules”). BACKGROUND 5. On October 23, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition with the United States Bankruptcy Court for the Northern District of Texas (the “Court”) under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. 6. On November 16, 2020, the Office of the United States Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee consisted of the following five (5) members: (i) Michael Esqueda; (ii) Segars Group LLC; (iii) BwanaTheater Partners, LLC; (iv) Spirit Realty, L.P.; and (v) Performance Food Group, Inc. 7. On November 18, 2020, the Committee held a meeting and, among other things, voted to retain the Firm as its lead counsel, subject to Court approval. 8. On November 19, 2020, the Committee held a meeting and, among other things, voted to retain Dundon as its financial advisor, subject to Court approval.

6

9. January 13, 2021, the Court entered the Order Authorizing and Approving the Employment of Dundon Advisers LLC as financial advisor to the Official Committee of Unsecured Creditors of the Debtors Effective as of November 19, 2020 [Docket No. 478] (the “Retention Order”). 10. The Retention Order authorizes the Debtors to compensate and reimburse Dundon in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any Orders entered in these cases. The Retention Order also authorizes the compensation of Dundon at its standard hourly rates and the reimbursement of Dundon’s actual and necessary out-of-pocket expenses incurred, subject to application to this Court. 11. On March 31, 2021, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization [Docket No. 875] (the “Confirmation Order”). The Fourth Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors (the “Plan”) became effective by its terms on April 15, 2021 (the “Effective Date”) as set forth in the Notice of (I) Entry of Order Confirming the Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization and (II) Occurrence of the Effective Date [Docket No. 917]. SUMMARY OF PROFESSIONAL COMPENSATION AND REIMBURSEMENT OF EXPENSES REQUESTED 12. This is Dundon’s first statement for services rendered and expenses incurred from November 19, 2020 through and including April 15, 2020. Dundon has received no payment of fees and expenses on account of its services to date. 13. Dundon maintains computerized records of the time spent by all Dundon professionals in connection with these Chapter 11 Cases. Copies of these computerized records are attached as Exhibit A.

7

RELIEF REQUESTED 14. Dundon requests that the Court enter an order (the “Order”), substantially in the form attached hereto as Exhibit E: (a) awarding Dundon final compensation for professional services provided during the Final Fee Period in the amount of $218,415.00 and reimbursement of expenses in the amount of $0.00; (b) authorizing and directing the Debtors to remit payment to Dundon for such fees and expenses; (d) approving fees and expenses incurred by Dundon for the period from November 19, 2020 through and including April 15, 2021 on a final basis; and (d) granting such other relief as is appropriate under the circumstances. A summary of hours billed by professional and the rates billed is attached hereto as Exhibit B. A summary of the hours billed and fees incurred by category is attached hereto as Exhibit C. Attached hereto as Exhibit D is a summary of the expenses incurred by category. THE REQUESTED COMPENSATION SHOULD BE ALLOWED 15. Section 330 provides that a court may award a professional employed under 11 U.S.C § 328 “reasonable compensation for actual, necessary services rendered . . . and reimbursement for actual, necessary expenses.” See 11 U.S.C. Section 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement: In determining the amount of reasonable compensation to be awarded . . . , the court should consider the nature, the extent, and the value of such services, taking into account all relevant factors, including – (A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed;

8

(E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. § 330(a)(3). 16. This Final Application substantiates the total amount that Dundon seeks for fees and expenses in accordance with the customary standards applied to applications. NATURE AND EXTENT OF SERVICES PROVIDED BY DUNDON DURING THE FINAL FEE PERIOD OF NOVEMBER 19, 2020 THROUGH APRIL 15, 20211 17. The services rendered by Dundon during the Final Fee Period can be grouped into the categories set forth below. Dundon attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below; with a more detailed identification of the actual services provided set forth on the attached Exhibits A and Exhibit B. A. Business Analysis 18. Time billed to this category relates to the Debtors’ business and budgets. During the Final Fee Period, Dundon, among other things: (i) reviewed and analyzed the Debtors’ budgets and variance reports; (ii) reviewed and analyzed the Debtors monthly operating reports; (iii) assisted on the preparation of an objection to the cash collateral order; and (iv) communicated with Committee members and other committee professionals regarding the foregoing. Total Fees: $40,995.00 Total Hours: 66.20 1 Inclusive of the Stub Period.

9

B. Case Administration 19. This category relates to work regarding administration of this case. During the Final Fee Period, Dundon, among other things, (i) reviewed correspondence and motions; (ii) participated in general status calls; (iii) attended hearings; and (iv) prepared diligence and related analysis. Total Fees: $37,500.00 Total Hours: 87.40 C. Claims Analysis 20. Time billed to this category relates to the review and analysis of claims against the Debtors’ estates. During the Final Fee Period, Dundon, among other things: (i) performed a review and analysis of secured, administrative and priority claims asserted against the estates; (ii) reviewed information from the Debtor’s advisors regarding rejection damages; (iii) reviewed and analyzed the general unsecured claims pool; and (iv) analyzed the creation of a convenience class. Total Fees: $20,025.00 Total Hours: 31.10 D. Committee Member/Professional Meetings and Communications 21. This category relates primarily to communications with the Committee and Committee Counsel regarding the various filings and strategies of the case. During the Final Fee Period, Dundon, among other things: (i) prepared presentations for the Committee on the business, budget variances and the sales process; (ii) participated in weekly status calls with the Committee and its professionals; and (iii) communicated with Committee members, Committee counsel and Debtor’s professionals. Total Fees: $64,470.00 Total Hours: 112.80

10

E. Exit and Post-Effective Date Planning 22. Time billed to this category relates to the preparation and planning for wind down and conversion of the case . Total Fees: $2,310.00 Total Hours: 3.30 F. Plan and Disclosure Statement 23. During the Final Fee Period, Dundon, among other things (i) supported Committee counsel in negotiating a settlement with Secured Lenders that set aside money for unsecured creditors; (ii) reviewed and commented on numerous drafts of a Plan of Reorganization and related Disclosure Statement; and (iii) attended numerous hearings related thereto. Total Fees: $31,190.00 Total Hours: 46.20 G. Sales Process 24. Time billed to this category primarily relates to the disposition of the Debtors’assets. During the Final Fee Period, Dundon, among other things: (i) reviewed and analyzed the Debtors’ sales process including their sales materials and potential buyers list; (ii) communicated with the Debtors’ investment bankers and financial advisors regarding all aspects of the sales process; and (iii) communicated with the Committee and the Counsel regarding updates to the sales process. Total Fees: $21,965.00 Total Hours: 33.10 25. Dundon requests that this Court award (i) Dundon final fees and expenses in the amount of $0.00 for the period of November 19, 2020 through and including April 15, 2021 () as an administrative expense claim against the Debtors’ estates, which amount consists of $0.00 in fees and $0.00 in expenses.

11

26. These fees and costs were necessary for the proper and successful administration of these chapter 11 cases. Dundon made every effort to keep all fees and costs to a minimum. 27. At all times covered by this Final Application, Dundon diligently fulfilled its duty as financial advisor for the Committee. All services rendered by Dundon benefitted the estates at the time that such services were rendered. Services performed by Dundon throughout these cases were done in a professional, skilled and expeditious manner. 28. No agreement exists between Dundon and any other person, firm or entity for division or sharing of compensation in these cases. 29. The above narrative portion of this Final Application is primarily intended to serve as a summary recapitulation of the major areas of Dundon’s activities and responsibilities. The exhibits provide complete recapitulations of the acts taken by Dundon on behalf of the Committee during these cases. NO PRIOR REQUEST 30. No prior request for the relief sought in this Final Application has been made to this or any other court. WHEREFORE, Dundon respectfully requests that the Court enter an Order: (a) awarding Dundon final compensation for services provided and reimbursement of expenses incurred during the Final Fee Period in the amount of $218,415.00 consisting of (i) $218,415.00 in fees and (ii) $0.00 in expenses; and (b) authorizing and directing the Debtors to remit payment to Dundon for such fees and costs.

12

Dated: June 1, 2021 Respectfully submitted, NORTON ROSE FULBRIGHT US LLP By: /s/ Ryan E. Manns 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- 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 Tel: (212) 561-7700 Facsimile: (212) 561-7777 rfeinstein@pszjlaw.com sgolden@pszjlaw.com Lead Counsel to the Official Committee of Unsecured Creditors

13

CERTIFICATE OF SERVICE I hereby certify that on June 1, 2021 notice of this document will be electronically mailed to the parties that are registered or otherwise entitled to receive electronic notices in this case pursuant to the Electronic Filing Procedures in this District and mailed to the parties listed on the attached Complex Service List (as of April 1, 2021). /s/ Ryan Manns One of Counsel PROOF OF TRANSMITTAL TO THE U.S. TRUSTEE The undersigned declares, under the penalty of perjury, that on June 1, 2021, I caused to be served a true and correct copy of the forgoing pleading to the United States Trustee for the Northern District of Texas, Dallas Division, via First Class, United States Mail, to the United States Trustee, 1100 Commerce Street, Room 976, Dallas, Texas 75242. /s/ Partner CERTIFICATE OF COMPLIANCE I, ______, certify on June 1, 2021 that I have read the foregoing Final Application and, to the best of my knowledge, information and belief, formed after reasonable inquiry, the compensation and expense reimbursement sought is in conformity with the Guidelines for Compensation and Expenses Reimbursement of Professionals in Chapter 11 Cases, excepted as specifically noted herein. Further, I certify that the compensation and expense reimbursement requested in this Final Application are billed at rates in accordance with practices no less favorable than those customarily employed by PSZJ and generally accepted by clients of PSZJ. PSZJ did not agree to any variations from, or alternatives to its standard or customary billing rates, fees, or terms for services pertaining to this engagement that were provided during the Final Fee Period. PSZJ did not have a budget related to this engagement. No professionals included in this Final Application varied their hourly rate based on the geographic location of the Chapter 11 Cases. This Final Application does not include time or fees related to reviewing or revising time records or preparing, reviewing, or revising invoices, which would not be compensable outside of bankruptcy, with the exception of reasonable fees related to preparing the Monthly Fee Statements and this Final Application. This Final Application includes de minimus time or fees related to reviewing time records to redact any privilege or confidential information. /s/ Partner

14