DOCS_NY:41643.3 81962/002
Jeffrey N. Pomerantz (admitted pro hac vice)
Maxim B. Litvak (SBT 24002482)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Facsimile: (310) 201-0760
mlitvak@pszjlaw.com
-and-
Robert J. Feinstein (admitted pro hac vice)
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
Kristian W. Gluck (SBT 24038921)
Ryan E. Manns (SBT 24041391)
Laura L. Smith (SBT 24066039)
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
kristian.gluck@nortonrosefulbright.com
ryan.manns@nortonrosefulbright.com
laura.smith@nortonrosefulbright.com
Proposed Counsel to the Official Committee
of Unsecured Creditors
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re:
STUDIO MOVIE GRILL HOLDINGS, LCC, et
al.,
1
Debtors.
§
§
§
§
§
§
§
Chapter 11
Case No. 20-32633-SGJ
Jointly Administered
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
PURSUANT TO SECTIONS 327, 330, AND 1103 OF THE BANKRUPTCY CODE,
FEDERAL RULES OF BANKRUPTCY PROCEDURE 2014(a) AND 2016, AND
LOCAL RULES 2014-1 AND 2016-1 FOR AUTHORIZATION
TO RETAIN AND
EMPLOY PACHULSKI STANG ZIEHL & JONES LLP AS LEAD COUNSEL
EFFECTIVE AS OF NOVEMBER 18, 2020
A HEARING WILL BE CONDUCTED ON THIS MATTER ON JANUARY
6, 2021, AT 9:30 A.M. AT 1100 COMMERCE STREET, ROOM 1428
(COURTROOM #1), DALLAS, TEXAS 75242
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
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IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST
RESPOND IN WRITING, SPECIFICALLY ADDRESSING EACH
PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED
BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE
CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY-FOUR (24)
DAYS FROM THE DATE YOU WERE SERVED WITH THIS
PLEADING. 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.
The Official Committee of Unsecured Creditors (the “Committee”) of Studio Movie Grill
Holdings, LLC, et al., the above-captioned debtors and debtors in possession (the “Debtors”)
hereby submits its application (the “Application”) for the entry of an order, pursuant to sections
327(a) and 1103(a) of Title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 of
the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the
Local Rules of the United States Bankruptcy Court for the Northern District of Texas (the “Local
Rules”), authorizing and approving the employment of Pachulski Stang Ziehl & Jones LLP
(“PSZJ” or the “Firm”) as lead counsel to the Committee in connection with the Debtors’ jointly-
administered chapter 11 cases, effective as of November 18, 2020. In support of the Application,
the Committee submits the declaration of Jeffrey N. Pomerantz (the “Pomerantz Declaration”), a
partner of the Firm, attached hereto as Exhibit A and incorporated herein by reference and the
declaration of the Committee Chair attached hereto as Exhibit B and incorporated herein by
reference. In further support of the Application, the Committee respectfully represents as
follows:
JURISDICTION AND VENUE
1. The United States District Court for the Northern District of Texas (the “District
Court”) has jurisdiction over this Motion pursuant to 28 U.S.C. § 1334. The District Court’s
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DOCS_NY:41643.3 81962/002
jurisdiction has been referred to this Court pursuant to 28 U.S.C. § 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 matter is a core proceeding within the meaning of 28
U.S.C. § 157(b)(2).
2. Venue of this proceeding and this Motion is proper in this District pursuant to 28
U.S.C. §§ 1408 and 1409.
3. The statutory predicates for the relief requested herein are sections 327, 328(a),
and 1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rules 2014-1 and 2016-
1.
BACKGROUND
4. 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.
5. On November 16, 2020, the Office of the United States Trustee appointed the
Committee pursuant to section 1102 of the Bankruptcy Code. The Committee consists 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.
6. 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.
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7. The Firm’s retention is requested as of November 18, 2020 insofar as that is the
date the Committee first requested PSZJ to render legal services on behalf of the Committee, and
the Firm has been actively advising the Committee since that date.
8. The Firm has approximately 70 attorneys with a practice concentrated on
corporate reorganizations, bankruptcy, litigation, and commercial matters. The Firm’s attorneys
have comprehensive experience representing creditors’ committees, debtors, creditors, trustees,
and others in a wide variety of bankruptcy cases. Attorneys of the Firm have extensive
experience representing committees and debtors in complex chapter 11 cases in Texas and
throughout the country, including in Highland Capital Management, ERG Intermediate
Holdings, Buffet Partners, Reddy Ice Holdings, DLH Master Land Holding, Keys Fitness
Products, Tailored Brands, Neiman Marcus, Whiting Petroleum, Cobalt Energy, Erin Energy,
Ignite Restaurants, and Rita Restaurants. Based on these facts, the Committee believes that the
Firm is well-qualified to render the services described below.
RELIEF REQUESTED
9. By this Application, the Committee respectfully requests that the Court enter an
order, substantially in the form annexed hereto as Exhibit C, pursuant to sections 327, 328(a) and
1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the
Committee to employ and retain the Firm as its bankruptcy counsel in these chapter 11 cases.
10. The Committee has selected PSZJ as its counsel in furtherance of the efficient
administration of the estates on behalf of the Committee. The Committee seeks to retain the
Firm effective as of November 18, 2020 because the Firm began providing services to the
Committee as of such date. The Committee believes that such retention is appropriate in these
chapter 11 cases because the Committee required effective representation prior to such time as a
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DOCS_NY:41643.3 81962/002
retention application could be submitted to the Court due to the exigencies of these chapter 11
cases, and the Firm has been providing services to the Committee since November 18, 2020.
SERVICES TO BE RENDERED
11. Subject to further order of this Court, the Firm is expected to render, among other
services, the following services to the Committee:
a. Assisting, advising, and representing the Committee in its consultations
with the Debtors regarding the administration of these cases;
b. Assisting, advising, and representing the Committee in analyzing the
Debtors’ assets and liabilities, investigating the extent and validity of liens
and participating in and reviewing any proposed asset sales, any asset
dispositions, financing arrangements and cash collateral stipulations or
proceedings;
c. Assisting, advising, and representing the Committee in any manner
relevant to reviewing and determining the Debtors’ rights and obligations
under leases and other executory contracts;
d. Assisting, advising, and representing the Committee in investigating the
acts, conduct, assets, liabilities, and financial condition of the Debtors, the
Debtors’ operations and the desirability of the continuance of any portion
of those operations, and any other matters relevant to these cases or to the
formulation of a plan;
e. Assisting, advising, and representing the Committee in its participation in
the negotiation, formulation, and drafting of a plan of liquidation or
reorganization;
f. Advising the Committee on the issues concerning the appointment of a
trustee or examiner under section 1104 of the Bankruptcy Code;
g. Assisting, advising, and representing the Committee in understanding its
powers and its duties under the Bankruptcy Code and the Bankruptcy
Rules and in performing other services as are in the interests of those
represented by the Committee;
h. Assisting, advising, and representing the Committee in the evaluation of
claims and on any litigation matters, including avoidance actions and
claims against directors and officers and any other party; and
i. Providing such other services to the Committee as may be necessary or
appropriate in these cases.
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NO ADVERSE INTEREST OF PROFESSIONALS
12. To the best of the Committee’s knowledge, and based upon the Pomerantz
Declaration attached hereto, neither the Firm nor any of its attorneys have any connection with
any party in interest, their attorneys or accountants, other than as set forth in the Pomerantz
Declaration.
13. To the best of the Committee’s knowledge, except as provided in the Pomerantz
Declaration, neither the Firm, nor any of its attorneys represent any interest adverse to that of the
Committee in the matters on which they are to be retained.
14. While the Firm has undertaken, and continues to undertake, efforts to identify
connections with the Debtors and other parties in interest, it is possible that connections with
some parties in interest have not yet been identified. Should the Firm, through its continuing
efforts or as these cases progress, learn of any new connections of the nature described above,
the Firm will promptly file supplemental declarations, as required by Bankruptcy Rule 2014(a).
15. The Firm represents many debtors and committees in other bankruptcy cases, and
those debtors, the members of those committees, or those estates may be creditors of the Debtors.
However, the Firm will not represent any those debtors, committees, or their members with
respect to any claims that they may have collectively or individually against the Debtors.
PROFESSIONAL COMPENSATION
16. Subject to Court approval and in accordance with section 330(a) of the
Bankruptcy Code and any applicable orders of this Court, compensation will be payable to PSZJ
on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred
by PSZJ. The Firm’s current standard hourly rates are:
Partners
$750.00 - $1,495.00 per hour
Of Counsel
$675.00 - $1,125.00 per hour
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Associates
$625.00 per hour
Paraprofessionals
$395.00 - $425.00 per hour
17. The hourly rates set forth above are subject to periodic adjustments to reflect
economic and other conditions.
18. The hourly rates set forth above are PSZJ’s standard hourly rates for work of this
nature. These rates are set at a level designed to fairly compensate PSZJ for the work of its
attorneys and paralegals and to cover fixed and routine overhead expenses. It is the Firm’s policy
to charge its clients in all areas of practice for all other expenses incurred in connection with the
client’s case. The expenses charged to clients include, among other things, telephone and
telecopier toll and other charges, mail and express mail charges, special or hand delivery
charges, document retrieval, photocopying charges, charges for mailing supplies (including,
without limitation, envelopes and labels) provided by the Firm to outside copying services for
use in mass mailings, expenses for “working meals,” computerized research, transcription costs,
as well as non-ordinary overhead expenses such as secretarial and other overtime. The Firm will
charge the Committee for these expenses in a manner and at rates consistent with charges made
generally to the Firm’s other clients and within the guidelines set forth in Local Rules 2014-1
and 2016-1, and all amendments and supplemental standing orders of the Court. PSZJ believes
that it is more appropriate to charge these expenses to the clients incurring them than to increase
the hourly rates and spread the expenses among all clients.
NOTICE
19. Notice of this Application will be provided to: (i) the Office of the United States
Trustee; (ii) the Debtors; (iii) counsel to the Debtors; (iv) the Debtors’ secured creditors; (v) any
party whose interests are directly affected by this specific pleading; (vi) those persons who have
formally appeared and requested notice and service in these proceedings pursuant to Bankruptcy
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Rules 2002 and 3017; (vii) counsel for the DIP Agent; and (viii) all governmental agencies
having a regulatory or statutory interest in these cases (collectively, the “Notice Parties”). The
Committee submits that such notice is sufficient and that no other or further notice be provided.
[Remainder of page intentionally left blank]
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DOCS_NY:41643.3 81962/002
NO PRIOR REQUEST
20. No previous request for the relief sought herein has been made to this or any other
Court.
WHEREFORE, the Committee respectfully requests the entry of an order, substantially
in the form attached hereto as Exhibit C, authorizing the Committee to employ and retain PSZJ
as counsel effective as of November 18, 2020, and granting such other and further relief as is just
and proper.
Date: December 11, 2020
THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF STUDIO
MOVIE GRILL HOLDINGS, LLC, et al.
/s/ Brad Boe
By: Brad Boe
Solely in his capacity as Chair of the Official
Committee of Unsecured Creditors of Studio Movie
Grill Holdings, LLC, et al., and not in his individual
capacity
Case 20-32633-sgj11 Doc 336 Filed 12/11/20 Entered 12/11/20 15:30:46 Page 9 of 9
DOCS_NY:41643.3 81962/002
EXHIBIT A
Declaration of Jeffrey N. Pomerantz
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DOCS_NY:41643.3 81962/002
Jeffrey N. Pomerantz (admitted pro hac vice)
Maxim B. Litvak (SBT 24002482)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Facsimile: (310) 201-0760
-and-
Robert J. Feinstein (admitted pro hac vice)
Steven W. Golden (SBT 24099681)
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Tel: (212) 561-7700
Facsimile: (212) 561-7777
Kristian W. Gluck (SBT 24038921)
Ryan E. Manns (SBT 24041391)
Laura L. Smith (SBT 24066039)
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
laura.smith@nortonrosefulbright.com
Proposed Counsel to the Official Committee
of Unsecured Creditors
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re:
STUDIO MOVIE GRILL HOLDINGS, LLC, et
al.,
1
Debtors.
§
§
§
§
§
§
§
Chapter 11
Case No. 20-32633-SGJ
Jointly Administered
DECLARATION OF JEFFREY N. POMERANTZ IN SUPPORT
OF THE
APPLICATION OF THE OFFICIAL COMMITTEE
OF UNSECURED CREDITORS PURSUANT TO SECTIONS 327, 330,
AND 1103 OF THE BANKRUPTCY CODE, FEDERAL RULES OF BANKRUPTCY
PROCEDURE 2014(a) AND 2016, AND LOCAL RULES 2014-1 AND 2016-1
FOR AUTHORIZATION
TO RETAIN AND EMPLOY PACHULSKI STANG
ZIEHL & JONES LLP AS LEAD COUNSEL EFFECTIVE AS OF NOVEMBER 18, 2020
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
Case 20-32633-sgj11 Doc 336-1 Filed 12/11/20 Entered 12/11/20 15:30:46 Page 2 of 16
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DOCS_NY:41643.3 81962/002
I, Jeffrey N. Pomerantz, declare under penalty of perjury pursuant to 28 U.S.C. § 1746,
and pursuant to Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”) and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court
for the Northern District of Texas, that the following is true and correct:
1. I am a partner with the law firm of Pachulski Stang Ziehl & Jones LLP (“PSZJ”
or the “Firm”), with offices located at 10100 Santa Monica Boulevard, 13th Floor, Los Angeles,
CA 90067. I am duly admitted to practice law in the State of California.
2. I am authorized to submit this declaration (the “Declaration”) in support of the
Application of the Official Committee of Unsecured Creditors Pursuant to Sections 327, 330,
and 1103 of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure 2014(a) and 2016,
and Local Rules 2014-1 and 2016-1 For Authorization to Retain and Employ Pachulski Stang
Ziehl & Jones LLP as Lead Counsel Effective as of November 18, 2020 (the “Application”).
3. The Firm has approximately 70 attorneys with a practice concentrated on
corporate reorganizations, bankruptcy, litigation, and commercial matters. The Firm’s attorneys
have comprehensive experience representing creditors’ committees, debtors, creditors, trustees,
and others in a wide variety of bankruptcy cases. Attorneys of the Firm have extensive
experience representing creditors’ committees and debtors in complex chapter 11 cases in Texas
and throughout the country, including in Highland Capital Management, ERG Intermediate
Holdings, Buffet Partners, Reddy Ice Holdings, DLH Master Land Holding, Keys Fitness
Products, Tailored Brands, Neiman Marcus, Whiting Petroleum, Cobalt Energy, Erin Energy,
Ignite Restaurants, and Rita Restaurants. Accordingly, the Firm is well-qualified to render the
services described below.
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4. Neither I, the Firm, nor any partner, of counsel or associate thereof, insofar as I
have been able to ascertain, has any connection with the Debtors, their creditors, or any other
parties in interest herein, or their respective attorneys and accountants, the U.S. Trustee, or any
person employed in the Office of the United States Trustee (the “U.S. Trustee”) or any
Bankruptcy Judge currently serving on the United States Bankruptcy Court for the Northern
District of Texas, except as set forth herein.
5. The Debtors have retained various professionals, including the Law Offices of
Frank J. Wright PLLC, Keen-Summit Capital Partners LLC, CR3 Partners, LLC, Donlin Recano
& Company, Inc., EFA Partners, LLC, and Blackbox Management Group, LLC. The Committee
is seeking to retain Norton Rose Fulbright US LLP (“Norton Rose”) as Texas counsel and
Dundon Advisors LLC (“Dundon”) as financial advisor.
6. The Firm has previously worked with and will continue to work with certain of
these referenced professionals on various representations wholly unrelated to these cases, at
times representing the same parties and at other times representing parties with similar interests
or parties with adverse interests.
7. Section 1103(b) of the Bankruptcy Code does not impose the general
“disinterestedness” standard of section 327(a) on proposed counsel to an official committee of
unsecured creditors. However, Bankruptcy Rule 2014 requires that an application for
employment under section 1103 disclose all connections with the Debtors, their estates,
professionals, and the U.S. Trustee.
8. The Firm has made the following investigation of its connections prior to
submitting this Declaration. The Firm has undertaken a full and thorough review of its computer
database, which contains the names of clients and other parties in interest in particular matters.
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The Firm requires all of its professionals, before accepting the representation of a new client, or
the representation of an existing client in a new matter, to perform a conflicts check through the
Firm’s database and to enter conflict information regarding new clients or new matters into that
database. Thus, a review of said computerized database should reveal any and all actual or
potential conflicts of interest with respect to any given representation. In particular, an employee
of the Firm, under my supervision, entered the names of parties provided by the Debtors through
the Firm’s database. The parties entered in the Firm’s database with respect to the Firm’s
conflicts check in these cases are set forth on Schedule 1 annexed hereto.
9. Based on the Firm’s conflict check within its database, the Firm has not
encountered any creditors of the Debtors in which an actual conflict exists between the Firm and
such creditors. However, in an abundance of caution, the Firm discloses the following:
a. PSZJ represents and previously represented Performance Food Company,
LLC and its affiliates (collectively “PFG”), a member of the Committee,
in various matters unrelated to these bankruptcy cases. PSZJ believes that
its representation of PFG has not and will not affect its representation of
the Committee in this case. The Firm is not representing and has not
represented PFG or any creditors in this case. In addition, PFG has served
and currently serves on other creditors’ committees that PSZJ represents.
If, at any time during the course of this proceeding, the Firm learns of any representation which
may give rise to a conflict, the Firm will promptly file with the Court an amended declaration
identifying and specifying such involvement.
10. PSZJ and certain of its attorneys have represented and in the future will likely
represent creditors of the Debtors in connection with matters unrelated to the Debtors and these
cases.
11. PSZJ represented, represents, and in the future will likely represent committees in
matters unrelated to the Debtors and these cases, whose members may be creditors and/or
committee members in these cases.
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12. The Firm has not received any retainer or payment from the Debtors or the
Committee. Nor has the Firm received any promise of payment in connection with these cases
during the one-year period prior to the filing of the Debtors’ petitions. No compensation has
been paid or promised to be paid from a source other than the Debtors’ estates in these cases. No
promises have been received by the Firm nor by any attorneys thereof as to compensation in
connection with these chapter 11 cases, other than in accordance with the provisions of the
Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity
any compensation received by the Firm in connection with these cases, except among the
partners, of counsel, and associates of the Firm. Neither the Committee nor its members (or any
of their representatives) are or will be liable for fees or costs incurred by the Firm in its
representation of the Committee.
13. The Firm intends to apply for compensation for professional services rendered in
connection with these cases subject to approval of this Court as stated in the Application, and in
compliance with applicable provisions of the Bankruptcy Code, on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges incurred by the Firm. No
compensation will be paid to the Firm except upon compliance with the Bankruptcy Code,
Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of this Court.
The Firm’s current standard hourly rates are:
Partners
$750.00 - $1,495.00 per hour
Of Counsel
$675.00 - $1,125.00 per hour
Associates
$625.00 per hour
Paraprofessionals
$395.00 - $425.00 per hour
14. The hourly rates set forth above are subject to periodic adjustments to reflect
economic and other conditions.
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15. It is the Firm’s policy to charge its clients in all areas of practice for all other
expenses incurred in connection with the client’s case. The expenses charged to clients include,
among other things, telephone and telecopier toll and other charges, mail and express mail
charges, special or hand delivery charges, document retrieval, photocopying charges, charges for
mailing supplies (including, without limitation, envelopes and labels) provided by the Firm to
outside copying services for use in mass mailings, expenses for “working meals,” computerized
research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and
other overtime. The Firm will charge the Committee for these expenses in a manner and at rates
consistent with charges made generally to the Firm’s other clients. The Firm believes that it is
fairer to charge these expenses to the clients incurring them than to increase the hourly rates and
spread the expenses among all clients.
16. Subject to Court approval, the Committee may seek to retain various professionals
during the pendency of these cases, including Norton Rose as Texas counsel and Dundon as
financial advisor. PSZJ intends to work closely with any such professionals retained by the
Committee, including Norton Rose and Dundon, to ensure that there is no unnecessary
duplication of services performed on behalf of the Committee or charged to the Debtors’ estates.
17. The Firm provides the following responses to the questions set forth in Part D of
the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the
“Revised UST Guidelines”):
Questions Required by Part
D1 of Revised UST
Guidelines:
Answer: Further explanation:
Did you agree to any variations
from, or alternatives to, your
standard or customary billing
No. N/A
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Questions Required by Part
D1 of Revised UST
Guidelines:
Answer: Further explanation:
arrangements for this
engagement?
Do any of the professionals
included in this engagement
vary their rate based on the
geographic location of the
bankruptcy case?
No. N/A
If you represented the client in
the 12 months prepetition,
disclose your billing rates and
material financial terms for the
prepetition engagement,
including any adjustments
during the 12 months
prepetition. If your billing rates
and material financial terms
have changed postpetition,
explain the difference and
reasons for the difference.
N/A N/A
Has your client approved your
respective budget and staffing
plan, and, if so, for what
budget period?
N/A N/A
18. PSZJ intends to make a reasonable effort to comply with the UST’s requests for
information and additional disclosures as set forth in the Revised UST Guidelines, both in
connection with the Application and the interim and final fee applications to be filed by PSZJ in
these chapter 11 cases.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Dated: December 11, 2020 /s/ Jeffrey N. Pomerantz
Jeffrey N. Pomerantz
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DOCS_NY:41643.3 81962/002
Schedule 1
(Potential Parties in Interest)
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DOCS_NY:41643.3 81962/002
Debtors
MGC Management I, LLC
Movie Grill Concepts I, Ltd.
Movie Grill Concepts III, Ltd.
Movie Grill Concepts IV, Ltd.
Movie Grill Concepts IX, LLC
Movie Grill Concepts L, LLC
Movie Grill Concepts LI, LLC
Movie Grill Concepts LII, LLC
Movie Grill Concepts LIII, LLC
Movie Grill Concepts LIV, LLC
Movie Grill Concepts LV, LLC
Movie Grill Concepts Trademark Holdings, LLC
Movie Grill Concepts VI, Ltd.
Movie Grill Concepts VII, LLC
Movie Grill Concepts X, LLC
Movie Grill Concepts XI, LLC
Movie Grill Concepts XII, LLC
Movie Grill Concepts XIII, LLC
Movie Grill Concepts XIV, LLC
Movie Grill Concepts XIX, LLC
Movie Grill Concepts XL, LLC
Movie Grill Concepts XLI, LLC
Movie Grill Concepts XLII, LLC
Movie Grill Concepts XLIII, LLC
Movie Grill Concepts XLIV, LLC
Movie Grill Concepts XLIX, LLC
Movie Grill Concepts XLV, LLC
Movie Grill Concepts XLVI, LLC
Movie Grill Concepts XLVII, LLC
Movie Grill Concepts XLVIII, LLC
Movie Grill Concepts XV, LLC
Movie Grill Concepts XVI, LLC
Movie Grill Concepts XVII, LLC
Movie Grill Concepts XVIII, LLC
Movie Grill Concepts XX, LLC
Movie Grill Concepts XXI, LLC
Movie Grill Concepts XXII, LLC
Movie Grill Concepts XXIV, LLC
Movie Grill Concepts XXIX, LLC
Movie Grill Concepts XXV, LLC
Movie Grill Concepts XXVI, LLC
Movie Grill Concepts XXVII, LLC
Movie Grill Concepts XXVIII, LLC
Movie Grill Concepts XXX, LLC
Movie Grill Concepts XXXI, LLC
Movie Grill Concepts XXXII, LLC
Movie Grill Concepts XXXIII, LLC
Movie Grill Concepts XXXIV, LLC
Movie Grill Concepts XXXIX, LLC
Movie Grill Concepts XXXV, LLC
Movie Grill Concepts XXXVI, LLC
Movie Grill Concepts XXXVII, LLC
Movie Grill Concepts XXXVIII, LLC
Movie Grill Concepts, XXIII, LLC
Movie Grill Partners 3, LLC
Movie Grill Partners 4, LLC
Movie Grill Partners 6, LLC
OHAM Holdings, LLC
Studio Movie Grill Holdings, LLC
Studio Club, LLC
Studio Club 4, LLC
Debtors’ Current Board Members
Tim Warner
Sheldon Stein
Michael Lambert
Thomas Lutz
Walter Weil
Equity
Brian E Schultz
Michael Lambert Trust
SMG Team Equity Holdings, LLC
Theodore Croft
TSO SMG Warrant Investment Aggregator
Virginia Schultz
Insurance
LIBERTY MUTUAL INSURANCE CO
C N A
Chubb
Travelers
Lloyds of London
Starstone
Endurance
Voyager Indemnity Insurance Company
C N A Specialty
QBE
SWINGLE COLLINS & ASSOCIATES
Marsh & McLennan
AmWINS Brokerage of Texas, Inc.
GOODMAN-GABLE-GOULD/ ADJUSTERS
INTERNATIONAL
Landlords
Midway CC Venture I, LP
Seminole Mall LP
Peninsula Main VA, LLC
Red River Park Central, LLC
AmREIT SSPF Berkeley, LP
CPT Arlington Highlands 1, LP
Arlington Highlands, Ltd
HRI/Easton Commons, LP
Store Master Funding III, LLC
11170 North Central LP
Ramco-Gershenson Properties, LP
Rice Lake Square, L.P.
Brixmor Operating Partnership 2, LLC
Rancho Keystone Park, L.P.
CP Loews Trust, LLC,
W/A SVT Holdings VI, L.L.C.
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Rocklin Pavilions, LLC and Rocklin Pavilions Sales,
LLC
EPT Dallas, LLC
Tyler Broadway/Centennial LP
LSREF2 Clover Property 18, LLC
69th Street Retail Owner, LP
210 W. 87th (Chicago) THC, L.L.C.
EOP Lewisville, Ltd.
MV Rolling Oaks Retail, LLC
Lincoln Square RC RioCan LP
TNTF, LLC, Brian Schultz as landlord
Rosedale Bakersfield Retail VI, LLC
Spirit Master Funding X, LLC
Spirit Realty, L.P.
TNTF, LLC
5500 South Freeway, LLC
WG Park-Anchor B Limited Partnership
SEC CTR & McP, LP
Mason Row Apartments, LLC
Epicentre SPE (Charlotte), LLC
Clark Sonora LLC
Columbia Sonora LLC
Coronado Sonora LLC
Corteen Sonora LLC
K Co. Sonora LLC
Lincoln Penmar Sonora LLC
Magnolia Knott Sonora LLC
Parthenia Sonora LLC
San Fernando Sonora LLC
Santa Monica Sonora LLC
Santiago Sonora LLC
Victory Sonora LLC
Wilshire Selby Sonora LLC
Melvin & Martindale II, Ltd.
Metro Cinema Group, L.L.C
(“Original Tenant”) William E. Baldridge
The American National Bank of Texas
ANB Special Assets, LLC
Velocis Colleyville, L.P.
Lockard Midland Square, LLC
Midland Tower Properties, LLC
Lockard Development, Inc
Lenders
GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P.
Crestline Management, L.P.
CRESTLINE SPECIALTY LENDING II, L.P.
AMERICAN NATIONAL INSURANCE
COMPANY
CSL FUNDING II, L.P
Goldman Sachs Bank USA
Michael Lambert Trust u/d/t 3/1/93
TOWERBROOK CAPITAL PARTNERS L.P.
TSO SMG Note Investment Aggregator L.P.
TSO SMG Warrant Investment Aggregator L.P.
Professionals
Law Offices of Frank J Wright, PLLC
Vinson & Elkins
Jones Day
Kirkland & Ellis
CR3 Partners
Donlin Recano & Co.
Perella Weinberg Partners
Law Practice of Darrell R Jones, PLLC
Dundon Partners
Blackbox Management Group LLC
Keen-Summit Capital Partners LLC
EPA Partners LLC
Norton Rose Fulbright US LLP
Taxing Authorities
EPT DALLAS LLC
STATE COMPTROLLER-Texas
Arizona Department of Revenue
GEORGIA DEPT OF REVENUE/TAXPAYER
SERVICES DIV
City of Roswell
Illinois Department of Revenue
GWINNETT COUNTY TAX COMMISSIONER
Mecklenburg Cnty Tax Collector
NC DEPARTMENT OF REVENUE
INDIANA DEPARTMENT OF REVENUE
Florida Department of Revenue
COOK COUNTY DEPARTMENT OF REVENUE
City of Chicago Department of Revenue
California Department of Revenue
Pennsylvania Department of Revenue
State of Virginia
City of Hampton
Penn Town Center
CITY OF MARIETTA
City of Roswell
COBB COUNTY TAX COMMISSIONER
Collin County Tax & Collector
VENTURA CO TAX COLLECTOR
Cypress-Fairbanks ISD
John R Ames, CTA
Denton County Assessor Collector
FULTON COUNTY TAX COMMISSIONER
GRAPEVINE COLLEYVILLE AREA TAX
OFFICE
Harris County M.U.D. #179
City of Hampton
HARRIS COUNTY WCID #145
Harris Co Mud #381
Harris County Tax Assessor-Collector
Hillsborough County Tax Collector
KERN COUNTY TAX COLLECTOR
LOS ANGELES COUNTY TAX COLLECTOR
MARICOPA COUNTY TREASURER
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Marion County Treasurer
Mecklenburg Cnty Tax Collector
PINELLAS COUNTY TAX COLLECTOR
Placer County Tax Collector
Richardson ISD Tax Office
SAN BERNARDINO COUNTY
SAN BERNARDINO TAX COLLECTOR
SMITH CO TAX OFFICE
SPRING BRANCH I.S.D
WENDY BURGESS, TAX ASSESSOR-
COLLECTOR
Vendors
Century Link
Comcast
Walt Disney Studios Motion Pictures
ROBERT HALF TECHNOLOGY
BRE RC LINCOLN SQUARE TX LP
CPT - ARLINGTON HIGHLANDS 1 LP
RANCHO KEYSTONE PARK LP
Vista Entertainment Solutions Ltd.
CH REALTY VII/R HOUSTON EASTON
COMMONS LP
CAPITAL ONE CC
SEMINOLE MALL LP
BWANA THEATER PARTNERS, LLC
Kone Inc.
DSRG LP-ROCKLIN COMMONS
MIDWAY CC VENTURE I, LP
KTVT
PENINSULA MAIN VA, LLC
FILM TECH CINEMA SYSTEMS, LLC
HUSCH BLACKWELL
American Express
US Food Service
Ecolab
ELITE SUPPLY SOURCE
Gilbert Foods Inc.
Youngs Market Company
FATHOM EVENTS
SMI INVESTMENST LLC
Family Tree Produce Inc.
PIAZZA PRODUCE INC
STERN PRODUCE COMPANY
MICHAELS KEYS INC
Alsco
G4S Secure Solutions Inc.
HARDIES FRUIT D
LOS ANGELES COUNTY TAX COLLECTOR
SSD SYSTEMS
Warner Bros. Distributing Inc.
WASSERTROM COMPANY
General Produce Co. Ltd.
CITY OF GLENDALE WATER & POWER
FOSTER CAVINESS CO. INC
EDWARD DON & COMPANY
Indeed
American Solutions for Business
STX Filmworks, Inc.
ROYAL PAPER CORPORATION
SONY CLASSICS
FED EX
Vistar Corporation
FOX SEARCHLIGHT
SEARCHLIGHT
ROYAL FOOD SERVICE
Dimaco Ltd
FUNimation - TX
Weyand Food Distributors inc.
Digital Cinema Distribution Coalition LLC
Airgas USA LLC
Cozzini Bros Inc.
BCI Technologies Inc.
ACE Mart Restaurant Supply Co. Inc.
Ecolab Pest Elimination Div.
ELEVEN ARTS INC
PINELLAS COUNTY SHERIFF'S OFFICE
Arizona Cutlery & Sharpening Services Inc
GOLDFARB & FLEECE LLP
RPT REALTY LP
STAPLES
Deluxe Echostar LLC
REGENCY ENTERPRISES, INC
DayMark Safety Systems
Think With Ink. Com
SPARKLE UNIFORM & LINEN SERVICE
CINEMA EQUIPMENT & SUPPLIES
RS ANDREWS ELECTRICAL
City of Scottsdale
Diamond Sharp Cutlery Service Inc.
LOOMIS
CINTAS CORPORATION
FASTSIGNS MOCKINGBIRD
PRODUCE SOURCE
EMBEDDED PROCESSOR DESIGNS INC.
1000 Bulbs.Com
MOVIEXCHANGE LIMITED
STERLING TALENT SOLUTIONS
GARDA CL SOUTHWEST, INC
RESTAURANT TECHNOLOGIES, INC
Air Mechanix, LLC
TECHNOLOGENT
Uline Shipping Specialists
FOLIAGE DESIGN OF HAMPTON ROADS
Lapgevity Inc.
GLOBAL FACILITY MANAGEMENT &
CONSTRUCTION
ID Studio 4 LLC
ALPHA TECHNOLOGIES & ALARM SYSTEMS
ACE QUALITY CONTROL
FOCUS FILMS
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4
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BRLEY HEATING AND AIR CONDITIONING
INC
City of Wheaton
Ecolab Food Safety Specialists
ACS Enterprises
AUTHORIZED COMMERCIAL EQUIPMENT
SERVICE
GUARDIAN SERVICES
UNITED ARTISTS
BLUE BELL CREAMERIES LP
TECH24 COMMERCIAL FOOD SERVICE
REPAIR
Fish Window Cleaning DFW Metro
SPECIAL T WATER SYSTEMS INC
BILLS SOUND & SECURITY
SOUTHWASTE DISPOSAL LLC
MOBILE MINI INC
ICEE Company
Lions Gate Films
Thomas Printworks
Mercury Mechanical Corportation
Direct Source
SCENTAIR TECHNOLOGIES LLC
Self Opportunity Inc.
FARMER BROS COMPANY
Ogletree Deakins
NuCO2 LLC
PARAMOUNT PICTURES
TWC Services Inc.
QUBICA AMF WORLDWIDE
EASTSIDE WINDOW CLEANING
NEXSEN PRUET LLC
EMJ CORPORATON
COZEN O'CONNER
STAPLES INC.
SPECIALIZED ELEVATOR SERVICES
BRANDYWINE DRAUGHT SERVICE
SARD & LEFF LLC
PROFORMA
POSEIDON PLUMBING
Apple Inc
THOMAS ZING LIQUOR DELIVERY
PHASE 3 MEDIA
ZINK COMMERCIAL SERVICES
INPRO CORPORATION
Southland Commercial Services
K3 FACILITY SERVICES
Encore Industrial Products, LLC
ACCRUENT LLC
FULTON COUNTY FINANCE DEPARTMENT
Western State Fire Protection Co.
UNIVERSAL FILM
SMART CARE EQUIPMENT SOLUTIONS
WHALEY FOOD SERVICE
SCREENPLAY
J J & MAC, INC/DBA J & J MECHANICAL A/C
FLOOR WORKS
JACKSON LEWIS P.C.
Webster Powell, P.C.
MARTIN FROST & HILL
INDOOR COMFORT INC
POLLOCK PAPER DISTRIBUTORS
PACIFIC DYNASTY INTERNATIONAL INC
ACCO ENGINEERED SYSTEMS
LONG RANGE SYSTEMS
REFRIGERATED SPECIALIST, INC.
Chandler Signs, LLC
GASKETS ROCK INTERNATIONAL INC.
LIGHT BULB DEPOT
PROTOCALL
COLONIAL WEBB CONTRACTORS CO
SUPERIOR ELECTRICAL, MECHANICAL,
PLUMBING
FILTER SERVICE INT'L OF PHOENIX, INC
3AV LLC
FRANKLIN MACHINE PRODUCTS INC
Economy Lamp Company
69TH STREET RETAIL OWNER LP
SOUTHERN STYLE SPICES
HI-TECH MECHANICAL CONTRACTORS, INC
OLYMPIC COMPACTOR RENTAL INC
PM PLUMBING & MECHANICAL INC
Lamarco Systems Inc.
AWESOME OFFICE INC
UNITED SITE SERVICES OF FLORIDA LLC
GEAORGIA GASKET
CITY OF MONROVIA DEPT OF COMMUNITY
DEVELOPMENT
BATES ELECTRIC
SONORA VILLAGE LLC
TRIMARK STRATEGIC
MESA VERDE LANDSCAPES
SKYHIGH MOVESINC
KIM THOMAS
HEARN ELECTRIC
TAYLOR PRODUCTS INC
INTEGRITY HOME SOLUTIONS
COCHRAN, DAVIS & ASSOCIATES
Arizona Elevator
SWINGLE COLLINS & ASSOC
VASKO ELECTRIC
Liberty Electrical Contractors Inc.
JULIO CERVERA
GLOBAL REALTY SERVICES GROUP LLC
SHRINERS HOSPITAL OF TAMPA
Center for Autism and Related Disabilities at USF
CHARLES E THOMAS COMPANY INC
J & S ELECTRICAL CONTRACTORS INC
PeopleReady Inc
TERRA PRO LLC
TRC ENGINEERS
CHADWICK SERVICE COMPANY
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Cool Wave Mechanical Contractors
PEOPLE 2.0 NORTH AMERICA
LOGICAMPS INC
BROWNSBURG LANDSCAPE & GARDEN
CENTER, LLC
VISION 2 EXECUTION
SHOUT FACTORY LLC
QUIVER DISTRIBUTION USA INC
VERTICAL ENTERTAIMENT LLC
RESTAURANT EQUIPMENT SERVICES
METRO SCHOOL
DEMQ INC
4REFUEL US LLC
CURLEY HURTGEN & JOHNSRUD LLP
Anchor Security & Locksmith LLC
Liquid Environmental Solutions of Georgia
SOUTHWEST AUTISM RESEARCH &
RESOURCE CENTER
KINNEY CENTER FOR AUTISM EDUCATION
AND SUPPORT
AMERICAN SECURITY PRODUCTS COMPANY
WESTERN HORTICULTURAL SERVICES
HANOVER DEDUCTIBLE RECOVERY GROUP
BAKER TILLEY VIRCHOW KRAUSE, LLP
RIZON RESTAURANT SERVICES INC
SCHINDLER ELEVATOR CORP
HOSHIZAKI SOUTHCENTRAL DC INC.
LONESTAR HEATING & COOLING INC.
J & S PLUMBING
ARC BEST
RILEY CHILDRENS FOUNDATION
THE WDSRA FOUNDATION
ROSEWOOD COMMERCIAL BUILDING CORP
MOVIO INC
D&L PROTECTIVE SERVICES INC
MARSH & MCLENNAN AGENCY LLC
WINDROSE SURVEYING & LAND SERVICES,
LLC
MOBILE MODULAR
CP Loews Trust LLC
ZAYO GROUP LLC
PARENT TO PARENT OF GEORGIA
SPECTRUM AUTISM SUPPORT GROUP, INC.
VARIETY THE CHILDRENS CHARITY OF GA
T & S Cleaning Inc.
City Of Simi Valley
ROADRUNNER SPORTS PROPERTIES
WINDSTREAM ENTERPRISE
THE BOXOFFICE COMPANY LLC
MATTHEW CLAY
3MB LP
J T Landscaping & Concrete Inc.
CHAINLINK SERVICES
WESTSIDE K 8 SCHOOL
Allied Integrated Marketing
PARC INC
M&M SECURITY SOLUTIONS, INC
KEK ENTERPRISE
STATE PERMITS, INC
SOUTHERN
EVERYTHING CINEMA
POWEROUT
ADAMS OUTDOOR
VENUE VALET CC HOLDINGS
TEXAS METAL EQUIPMENT COMPANY LTD
OFF DUTY SECURITY INC
TYLER RUN FOR AUTISM
Durkan
ATOM TICKETS, LLC
KTXA-TV
CITY OF HAMPTON
MISSION RESTAURANT SUPPLY
Budget Truck Rental
SIMI VALLEY UNIFIED SCHOOL DISTRICT
THE GREAT ORGANIZATION
TERRACON
Tampa Electric Company
CITY OF GLENDALE FIRE DEPARTMENT
BACH
FAMILY TO FAMILY
VALLEY ACHIEVEMENT CENTER
BRYANS HOUSE
TWO BROTHERS JANITORIAL
BLUE CABOOSE CHILDRENS FUND
THE STORE DECOR COMPANY
CISION US INC
COMPLETE FINTECH PLATFORM INC
TOWER BROOK CAPITAL PARTNERS LP
EOMAC Ltd.
Rocklin Unified School District
AMERICAN CINEMA EQUIPMENT
KBM INC
KERN COUNTY TAX COLLECTOR
COMPLIANCE POINT
FANDANGO
VARIETY THE CHILDRENS CHARITY OF SO
CAL
KIMLEY HORN AND ASSOCIATES INC
PROJECT DEVELOPMENT RESOURCES,LLC
SPECTRUM ENTERPRISE
BEASLEY MEDIA GROUP
DBSS DEVELOPMENT GROUP, LLC
VARIETY OF TEXAS CHILDRENS CHARITY OF
TEXAS
C Cretors and Company
Brady Trane Service, Inc
ROLLAND CENTURIES OF SECURITY
PRESIDIO TECHNOLOGY CAPITAL LLC
TANDEM THEORY
MACALLISTER & ASSOCIATES, LTD.
DATAVAIL CORPORATION
CSI LEASING INC
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EQUINIX INC
SKYWORD INC
CNA DEDUCTIBLE RECOVERY GROUP
SITEHANDS
RESERVE CONSTRUCTION
SPARK STRATEGIC IDEAS, LLC
IMIDIA
JAKOBE FURNITURE
AGILE BRONCO, LLC
TEK SYSTEMS INC
MARLIN CONTROLS
EMPYR INC
LANE & MCCLAIN DISTRIBUTORS, INC
UNICREST INC LTD
CREATIVE PALETTE INC
SSC SIGNS & LIGHTING LLC
VALDEZ CUSTOM WORKS, INC
MARICOPA COUNTY TREASURER
D&D CABLING SOLUTIONS
CEN MEDIA GROUP
COMPUTER SCIENCES CORPORATION,
TRIBRIDGE HOLDINGS, LLC
PARKER MILLIKEN CLARK OHARA &
SAMUELIAN A PROF CORP
XLT WOLFE ELECTRIC
BEAUFURN, LLC
INDIANA ALARM LLC
Hillsborough County Tax Collector
Tempo Industries
TELAID INDUSTRIES INC
eSite Analytics Inc.
STEIN INDUSTRIES INC
Stadium Seating Enterprises
EPT DALLAS LLC
SEGARS GROUP LLC
CNA
CONSTRUCT & MAINTAIN CORP
PINELLAS COUNTY TAX COLLECTOR
Marlin Leasing
COCA COLA BOTTLING COMPANY UNITED
TRAFALGAR RELEASING LTD
SABAN FILMS LLC
Variance Films
LANTANA COMMUNICATIONS CORP
CITY OF DOWNEY UTILITIES
Markstein Beverage of Sacramento
Beverage Control
SHRED IT USA
GSM SERVICES
ISI COMMERCIAL REFRIGERATION
CopyNet Office Systems, Inc
Southern Wine & Spirits of CA
CITY OF FORT WORTH WATER DEPARTMENT
City of Tyler Utilities
City of Plano Police
POCKETSTOP, LLC
STAGEN
MIDWEST FOODS
SVAP III TC COLLEYVILLE LLC
SoCalGas
ELYTUS LTD
SAWNEE ELECTRIC MEMBERSHIP
American Express - 21000
Duke Energy
Wine Warehouse
DirecTV
Centerpoint Energy
Peco An Exelon Company
Cash Star Inc.
CONSTELLATION
MONIN INC
CINEVIZION
Atmos Energy
VIRGINIA NATURAL GAS
City of Arlington
SOUTHWEST GAS CORP
Teco Peoples Gas
AT&T
CITY OF GLENDALE ALARM PROGRAM
BOLLS HEATING & COOLING
City of Dallas - Utilities
TAYLOR FREEZERS FLORIDA
PIEDMONT NATURAL GAS
PJF PLUMBING & HEATING CO
CoServ
FSR SERVICES - COMMERCIAL
Pacific Gas & Electric
Edwards Electrical
Quality Beverage Equipment Service
Commercial Sewer Cleaning Co Inc
HOTSCHEDULES.COM
PEOPLES GAS
VORTEX INDUSTRIES
RACKSPACE HOSTING
CITY OF REDLANDS FINANCE DEPT
PARTNER ENGINEERING AND SCIENCE INC
CITY OF HOUSTON
CRS Texas
TEXAS ELECTRICAL
JACKSON ELECTRIC
CHRISTIE DIGITAL SYSTEMS USA INC
AEP Energy
DFS FLOORING
RELIANT ENERGY
TXU ENERGY
DOMINION ENERGY
GEORGIA POWER
APS
RYAN LLC
Southern California Edison
INDIANAPOLIS POWER & LIGHT
Marion County Treasurer
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Clearpath Solutions
SAN BERNARDINO TAX COLLECTOR
VENTURA CO TAX COLLECTOR
PREMIERE STAGE
WORKDAY INC
READY CONSTRUCTION
SOLSTICE
City of Plano Utilities
ANN HARRIS BENNETT
SPECTRUM BUSINESS
LINKEDIN CORPORATION
WISETAIL
NESTLE WATERS NORTH AMERICA
RED LINE LAWN SERVICES
Larsson & Scheuritzel
Dell Financial
BREWER CONSULTING INC.
JVS REFRIGERATION INC
SEC CRT & MCP, LP
STATE COMPTROLLER-Texas
IFC ENTERTAINMENT LLC
ROADSIDE ATTRACTIONS LLC
RLJ ENTERTAINMENT
PICUTUREHOUSE
REZINATE PICTURES LLC
Well Go USA
REGAL WINE COMPANY
AUSTIN NAHASS
Jordan Gippert Inc.
ETP INC
CIMA ENERGY SOLUTIONS, LLC
Citizens Energy Group
City of Lewisville Utility
ENTERTAINMENT STUDIOS
CMC PIX
DBI Beverage Sacramento
REPUBLIC BEVERAGE COMPANY
GLAZERS WHOLESALE
A24 FILM LLC
APPROVED BACKFLOW TESTING AND
REPAIR
Granite Telecommunications LLC
TEAMVIEWER GERMANY GMBH
AMAZON STUDIOS/CONTENT SERVICES
BLUE FOX ENTERTAINMENT
MOMENTUM PICTURES
Premier Beverage Company
TYLER BROADWAY CENTENNIAL LP
AMERICAN ARBITRATION
Andrews Dist of N Texas
Denton County Fresh Water Supply District
Dupage County Public Works
AFFINITY SOLUTIONS INC
SOUTHERN WINE & SPIRITS OF ILLINOIS
QWIK TIME AIR CONDITIONING HEATING
FLO-RITE AIR CONDITIONING AND HEATING
CHRISTI KEY
MRD CONSULTING
Melba Stevens
ELIZABETH KEELER
JASON SINCLAIR
Lisa McLaughlin
Mark Robinson
MATTHEW LINDSEY
MICHAEL DINGESS
STEPHEN IRONSIDE
GIRL SCOUT TROUP 2642
SHELL EMPLOYEES CLUB
IPFS CORPORATION
LIBERTY MUTUAL INSURANCE CO
NOVATIME TECHNOLOGY, INC
SUPERIOR KNIFE INC
PARKER POE ATTORNEY AT LAW
ROSEDALE BAKERSFIELD
ALTERYX
AMAZON WEB SERVICES, INC.
WAYNE ELECTRIC
ANYTIME PLUMBIN
BELL NUNNALLY
RENT INDIANAPO
LIONSGATE
CAP One
AMEX
HARBERG INC
LAW OFFICE OF F
AMEX 21000
ANDREWS DIST TX
CENTERPOINT ENE
HOUSTON WATER
JACKSON ELEC
PACIFIC GAS & E
SAWNEE ELECTRIC
SOUTHERN CALIFO
TECO
TX STATE COMP
VIRGINIA GAS
Committee Members
Michael Esqueda
Segars Group LLC
BwanaTheater Partners, LLC
Spirit Realty, L.P.
Performance Food Group, Inc
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EXHIBIT B
Declaration of Committee Chair
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Jeffrey N. Pomerantz (admitted pro hac vice)
Maxim B. Litvak (SBT 24002482)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Facsimile: (310) 201-0760
mlitvak@pszjlaw.com
-and-
Robert J. Feinstein (admitted pro hac vice)
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
Kristian W. Gluck (SBT 24038921)
Ryan E. Manns (SBT 24041391)
Laura L. Smith (SBT 24066039)
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
kristian.gluck@nortonrosefulbright.com
ryan.manns@nortonrosefulbright.com
laura.smith@nortonrosefulbright.com
Proposed Counsel to the Official Committee
of Unsecured Creditors
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re:
STUDIO MOVING GRILL HOLDINGS, LLC, et
al.,
1
Debtors.
§
§
§
§
§
§
§
Chapter 11
Case No. 20-32633-SGJ
Jointly Administered
DECLARATION OF COMMITTEE CHAIR IN SUPPORT OF
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS PURSUANT TO SECTIONS 327, 330, AND 1103
OF THE BANKRUPTCY CODE, FEDERAL RULES OF BANKRUPTCY
PROCEDURE 2014(a) AND 2016, AND LOCAL RULES 2014-1 AND 2016-1
FOR AUTHORIZATION
TO RETAIN AND EMPLOY PACHULSKI STANG
ZIEHL & JONES LLP AS LEAD COUNSEL EFFECTIVE AS OF NOVEMBER 18, 2020
Brad Boe, as authorized representative of the Committee, declares under penalty of
perjury as follows:
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
Case 20-32633-sgj11 Doc 336-2 Filed 12/11/20 Entered 12/11/20 15:30:46 Page 2 of 5
2
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1. I, Brad Boe, am the Director of Credit for Performance Food Group, Inc.
(“PFG”). PFG was elected Chair of the Official Committee of Unsecured Creditors (the
“Committee”) appointed in the bankruptcy cases (the “Cases”) of the above-captioned debtors
(collectively the “Debtors”). I am authorized to submit this declaration (the “Declaration”) in
support of the Application of the Official Committee of Unsecured Creditors Pursuant to
Sections 327, 330, and 1103 of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure
2014(a) and 2016, and Local Rules 2014-1 and 2016-1 For Authorization to Retain and Employ
Pachulski Stang Ziehl & Jones LLP as Lead Counsel Effective as of November 18, 2020 (the
“Application”) on behalf of the Committee.
2
The Committee’s Selection of PSZJ as Counsel
2. Pachulski Stang Ziehl & Jones LLP (“PSZJ” or the “Firm”) is proposed to serve
as counsel to the Committee. The Committee recognizes that a review process is necessary in
managing counsel to ensure that bankruptcy professionals are subject to the same scrutiny and
accountability as professionals in non-bankruptcy engagements. The review process utilized by
the Committee here assessed potential committee counsel based on their expertise in the relevant
legal issues and in similar proceedings.
3. On November 16, 2020, the Office of the United States Trustee appointed the
Committee pursuant to section 1102 of the Bankruptcy Code. The Committee consists 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.
4. 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. The Committee believes
that PSZJ’s extensive experience in corporate reorganizations, both out of court and under
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
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chapter 11 of the Bankruptcy Code, makes it well qualified to represent the Committee in these
Cases in an efficient and timely manner. Thus, the Committee decided to retain PSZJ as the
Committee’s counsel during these Cases.
Rate Structure
5. In my capacity as a Chair of the Committee, I am responsible for supervising
counsel. PSZJ has informed the Committee that its rates are consistent between bankruptcy
representations, including related transactional and litigation services. PSZJ has informed the
Committee that its current hourly rates apply to non-bankruptcy services, if any, provided by the
Firm, unless a contingent fee, mixed contingent fee, flat fee, or blended rate arrangement is
agreed upon. The Firm does not maintain separate departments devoted to other legal practices
different from the bankruptcy and insolvency areas. The Firm therefore does not have different
billing rates and terms for non-bankruptcy engagements that can be compared to the billing rates
and terms for the Committee’s engagement of PSZJ.
Cost Supervision
6. The Committee will approve any prospective budget and staffing plan that may be
filed by PSZJ prior to it being filed, recognizing that, in the course of large chapter 11 cases like
these Cases, it is possible that there may be a number of unforeseen fees and expenses that will
need to be addressed by the Committee and PSZJ. I further recognize that it is the Committee’s
responsibility to closely monitor the billing practices of their professionals to ensure the fees and
expenses paid by the estates remain consistent with the Committee’s expectations and the
exigencies of the Cases. The Committee will continue to review the invoices that PSZJ regularly
submits, and, together with PSZJ, periodically amend any budget and staffing plans, as the case
develops.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Date: December 11, 2020
THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF STUDIO
MOVIE GRILL HOLDINGS, LLC, et al.
/s/Brad Boe
By: Brad Boe
Solely in his capacity as Chair of the Official
Committee of Unsecured Creditors of Studio Movie
Grill Holdings, LLC, et al., and not in his individual
capacity
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EXHIBIT C
Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re:
STUDIO MOVIE GRILL HOLDINGS, LLC, et
al.,
1
Debtors.
§
§
§
§
§
§
§
Chapter 11
Case No. 20-32633-SGJ
Jointly Administered
ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT OF
PACHULSKI STANG ZIEHL & JONES LLP AS LEAD COUNSEL TO THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
THE DEBTORS EFFECTIVE AS OF NOVEMBER 18, 2020
Upon consideration of the Application of the Official Committee of Unsecured Creditors
Pursuant to Sections 327, 330, and 1103 of the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure 2014(a) and 2016, and Local Rules 2014-1 and 2016-1 For Authorization to Retain
and Employ Pachulski Stang Ziehl & Jones LLP as Lead Counsel Effective as of November 18,
2020 (the “Application”),
2
pursuant to sections 327(a) and 1103(a) of Title 11 of the United
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
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
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States Code (the “Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), and Rule 2014-1 of the Local Bankruptcy Rules for the United States
Bankruptcy Court for the Northern District of Texas (the “Local Rules”), for an order
authorizing and approving the retention and employment of Pachulski Stang Ziehl & Jones LLP
(“PSZJ”) as counsel for the Official Committee of Unsecured Creditors (the “Committee”) of the
above-captioned debtors (collectively, the “Debtors”) in these chapter 11 cases; and upon
consideration of the declarations of Jeffrey N. Pomerantz and the Committee Chair in support of
the Application filed by the Committee; and the Court having jurisdiction to consider the
Application and the relief requested therein in accordance with 28 U.S.C. § 1334; and
consideration of the Application and the relief requested therein being a core proceeding
pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C.
§§ 1408 and 1409; and it appearing that the relief requested in the Application is in the best
interests of the Debtors’ estates, their creditors and other parties in interest; and the Committee
having provided adequate and appropriate notice of the Application under the circumstances; and
after due deliberation and good and sufficient cause appearing therefor;
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED as set forth herein.
2. The Committee is authorized to retain and employ PSZJ as counsel to the
Committee effective as of November 18, 2020.
3. PSZJ shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors’ cases as set forth in the
Application and in compliance with the applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court.
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PSZJ also intends to make a reasonable effort to comply with the requests from the United States
Trustee for the Northern District of Texas (the “U.S. Trustee”) for information and additional
disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11
Cases Effective as of November 1, 2013 (the “Revised UST Guidelines”), both in connection
with the Application and the interim and final fee applications to be filed by PSZJ in these
chapter 11 cases.
4. The standard interim compensation mechanism for estate professionals as
set forth in the Revised Guidelines, is hereby approved. PSZJ is authorized to be paid up to 80%
of its compensation for services rendered and reimbursed for up to 100% of its actual and
necessary out of pocket expenses on an interim basis. All interim applications for compensation
shall abide by the Guidelines in form. All attorneys shall comply with the Guidelines for
Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11
U.S.C. § 330 for Attorneys in Larger Chapter 11 Cases. As a prerequisite to receipt of such
interim compensation and reimbursement from the Debtors, PSZJ shall circulate monthly billing
statements to the U.S. Trustee, the Debtors and counsel for the secured lenders. Any objection to
such interim compensation shall be filed no later than seven (7) days after service of the billing
statement. If no objection is filed, the Debtors are authorized, but not directed, to pay such
interim compensation or reimbursement.
5. Notwithstanding anything to the contrary in the Application or the
Declarations attached to the Application, PSZJ shall not be entitled to reimbursement for fees
and expenses in connection with any objection to its fees, without further order of the Court.
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6. PSZJ shall provide ten-business-days’ notice to the Committee, the
Debtors, and the U.S. Trustee before any increases in the rates set forth in the Application are
implemented and shall file such notice with the Court. The U.S. Trustee retains all rights to
object to any rate increase on all grounds, including the reasonableness standard set forth in
section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase
pursuant to section 330 of the Bankruptcy Code.
7. The Committee and PSZJ are authorized and empowered to take all
actions necessary to implement the relief granted in this Order. PSZJ shall use its reasonable
efforts to avoid any duplication of services provided by any of the Committee’s other retained
professionals in these chapter 11 cases.
8. PSZJ is authorized to sign and file electronically all notices, orders,
motions, applications and other requests for relief, all briefs, memoranda, affidavits, declarations,
replies and other documents filed in support of such documents and all objections and responses
related to any such documents filed by any party in these chapter 11 cases.
9. To the extent the Application, the Pomerantz Declaration, or the
Committee Chair Declaration is inconsistent with this Order, the terms of this Order shall govern.
10. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
11. The Court shall retain jurisdiction to hear and determine all matters arising
from the implementation of this Order.
###END OF ORDER###
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