09923-00001/12106982.1
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION www.flsb.uscourts.gov
In re: CINEMEX USA REAL ESTATE Chapter 11 HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB Case No. 20-14695-LMI THEATER EXPERIENCE LLC,1 (Jointly Administered)
Debtors. /
DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN, LLP AS
COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020
The Debtors requires immediate representation in the instant chapter 11 cases. The Debtors have filed several first day motions, including motions for joint administration. The Debtors request that the Court set the instant application to retain Quinn Emanuel Urquhart & Sullivan, LLP as counsel simultaneously with its other first day motions.
Debtors-in-Possession, Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings
USA, Inc., and CB Theater Experience LLC (collectively, the “Debtors” or “Cinemex”) file this
Expedited Application for an Order Authorizing Employment of Quinn Emanuel Urquhart &
Sullivan, LLP as Counsel to the Debtors Effective as of April 25, 2020 (“Application”) through
which they request the entry of an order, pursuant to 11 U.S.C. § 327(a), authorizing the
employment of Patricia B. Tomasco and the law firm of Quinn Emanuel Urquhart & Sullivan,
LLP (collectively, “Quinn Emanuel”), as counsel to the Debtors, and state:
1 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as
follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33130.
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09923-00001/12106982.1 2
1. On April 25, 2020 (“Petition Date”), Debtors Cinemex USA Real Estate
Holdings, Inc. and Cinemex Holdings USA, Inc., and on April 26, 2020, Debtor CB Theater
Experience LLC, commenced the instant cases upon the filing of voluntary petitions under
Chapter 11, title 11 of the United States Code in the United States Bankruptcy Court for the
Southern District of Florida.
2. The Debtors are operating their businesses and managing their assets as debtors in
possession pursuant to 11 U.S.C. §§ 107 and 1108.
3. The Debtors believe that it is in the best interest of the estates to retain Quinn
Emanuel as general counsel in this case.
4. Authorization to employ Quinn Emanuel is necessary to avoid immediate and
irreparable harm because the Debtors cannot appear without counsel, and Quinn Emanuel will
not appear for the Debtors without approval of its retention by this Court, under Bankruptcy
Rules 2014 and 6003.
5. The Debtors believe that the attorneys of Quinn Emanuel are qualified to practice
in this Court and are qualified to advise the Debtors on their relation with, and responsibilities to,
the creditors and other interested parties.
6. The professional services that Quinn Emanuel will render include, but are not
limited to, the following:
a. To advise the Debtors with respect to their responsibilities in complying
with the United States Trustee’s Guidelines and Reporting Requirements and with the
rules of the Court;
b. To prepare pleadings, motions, orders, applications, adversary
proceedings, and other legal documents necessary in the administration of these cases;
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09923-00001/12106982.1 3
c. To protect the interests of the Debtors in all matters pending before the
Court; and
d. To represent the Debtors in negotiations with their creditors and in the
preparation and confirmation of a plan.
7. Quinn Emanuel has substantial experience in bankruptcy cases before bankruptcy
courts throughout the country, and is well qualified to act as counsel for the Debtors. To the best
of the Debtors’ knowledge, except as disclosed in the Declaration of Patricia B. Tomasco in
Support of the Debtors’ Application for Order Authorizing Employment of Patricia B. Tomasco
as Counsel for the Debtors (“Tomasco Declaration”), Quinn Emanuel has no connection with the
creditors or other parties in interest or their respective attorneys. As set forth in the Declaration,
to the best knowledge of Tomasco, Quinn Emanuel does not hold any interest adverse to the
Debtors.
8. Attached to this Application is the Tomasco Declaration containing a verified
statement as required under Rule 2014 of the Federal Rules of Bankruptcy Procedure and
demonstrating that under these circumstances, Quinn Emanuel is disinterested as required by §
327(a) of the Bankruptcy Code.
9. Quinn Emanuel was retained pre-petition by the Debtors and received a retainer
of $800,000.00 from Grupo Cinemex, S.A. de C.V., the majority shareholder of Debtor Cinemex
Holdings USA, Inc., and the retainer was applied to pre-petition fees as set forth below.
10. Quinn Emanuel incurred fees in connection with litigation previously pending in
the Southern District of Texas and in preparation for the filing of Debtors’ Chapter 11
bankruptcy petitions through April 24, 2020, in the amount of $741,567.03, which amount was
applied to the retainer provided. On April 27, 2020, Quinn Emanuel forwarded $50,000.00 to
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09923-00001/12106982.1 4
Bast Amron LLP as a retainer for legal work as co-counsel for the Debtors. Quinn Emanuel
currently holds a retainer in the amount of $8,432.97 as of the Petition Date.
11. Quinn Emanuel will apply for compensation and reimbursement of costs,
pursuant to §§ 330 and 331 of the Bankruptcy Code, at its ordinary rates, as they may be adjusted
from time to time, for services rendered and costs incurred on behalf of the Debtors.
WHEREFORE, the Debtors respectfully requests that the Court (i) enter an order
approving the Debtors’ employment of Quinn Emanuel as counsel to the Debtors effective as of
April 25, 2020; and (ii) granting any other relief as this Court deems appropriate.
Respectfully submitted this 30th day of April, 2020.
QUINN EMANUEL URQUHART & SULLIVAN, LLP Patricia B. Tomasco 711 Louisiana Street, Suite 500 Houston, Texas 77002 Telephone: 713-221-7000 Facsimile: 713-221-7100 Email: [email protected] By: /s/ Patricia B. Tomasco Patricia B. Tomasco (admitted pro hac
vice) -and- Eric Winston (admitted pro hac vice) 865 S. Figueroa Street, 10th Floor Los Angeles, California 90017 Telephone: 213-443-3000 Facsimile: 213-443-3100 Email: [email protected] -and-
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09923-00001/12106982.1 5
Juan P. Morillo (FBN 135933) 1300 I Street, NW, Suite 900 Washington, D.C. 20005 Telephone: 202-538-8000 Facsimile: 202-538-8100 Email: [email protected] -and- BAST AMRON LLP Jeffrey P. Bast (FBN 996343) Brett M. Amron (FBN 148342) One Southeast Third Avenue, Suite 1400 Sun Trust International Center Miami, Florida 33131 Telephone: 305-379-7904 Facsimile: 305-379-7905 Email: [email protected] Email: [email protected] PROPOSED COUNSEL FOR CINEMEX
USA REAL ESTATE HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB THEATER EXPERIENCE LLC
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1
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION www.flsb.uscourts.gov
In re: CINEMEX USA REAL ESTATE Chapter 11 HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB THEATER EXPERIENCE, LLC,1
Case No. 20-14695-LMI
Debtors. (Jointly Administered)
/
DECLARATION OF PATRICIA B. TOMASCO IN SUPPORT OF THE DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN, LLP
AS COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020
Patricia B. Tomasco makes this Declaration pursuant to 28 U.S.C. § 1746, and states:
1. I am an attorney and partner of the law firm of Quinn Emanuel Urquhart & Sullivan,
LLC (“Quinn Emanuel” or the “Firm”). Quinn Emanuel maintains offices in 10 U.S. cities and 14
international cities, including the office at 711 Louisiana, Suite 500, Houston, Texas 77002. The
Firm’s telephone number in Houston is 713-221-7000 and the facsimile number is 713-221-7100.
I am familiar with the matters set forth herein and make this Declaration in Support of the Debtors’
Expedited Application for an Order Authorizing Employment of Quinn Emanuel Urquhart &
Sullivan, LLP as Counsel to the Debtors Effective as of April 25, 2020 (“Application”).
2. In support of the Application, I disclose the following:
1 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience, LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33030.
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2
a. Unless otherwise stated, this Declaration is based upon facts of which I
have personal knowledge.
b. In preparing this Declaration, I have reviewed the list of all creditors and
equity security holders of the Debtors provided to us by the Debtors. Quinn Emanuel maintains
a computerized conflicts system and the following entities (“Potential Parties-in-Interest”) are
listed on the attached Schedule 1.
c. The Firm may represent other affiliates of creditors whose identities and
affiliation did not show up on the conflicts system. Further, the Firm based its review of its
conflicts system on entities whom the Debtors identified as creditors. It is possible that there are
creditors whom the Debtors did not identify in their records that are clients of the Firm.
d. The Firm currently represents entities or affiliates of entities that may have
direct or individual claims or interests against the Debtors that are listed on the attached Schedule
2. The Firm’s ongoing representation of the Schedule 2 entities do not involve or relate to the
Debtors or these cases.
3. Quinn Emanuel’s client and adverse party conflicts system is comprised of records
regularly maintained in the ordinary course of business by Quinn Emanuel and it is the regular
practice of Quinn Emanuel to make and maintain these records. The system reflects entries that
are noted at the time the information becomes known by persons whose regular duties include
recording and maintaining this information.
4. Quinn Emanuel is not a creditor, equity security holder or an insider, and does not
hold an interest materially adverse to the Debtors and is a “disinterested person” within the scope
and meaning of section 101(14) of the Bankruptcy Code. Except as stated herein, Quinn Emanuel
does not hold or represent an interest adverse to the Debtors’ estates.
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3
5. Subject to Court approval, the Firm proposes to provide legal services to Debtors
at the rate approved by the Court in compliance with sections 327(a), 328(a) and 1103(a) of the
Bankruptcy Code. The Debtors believe that the services rendered by the Firm will not
unnecessarily duplicate those rendered by any other professional retained by Debtors. Unless
otherwise stated in this declaration, I have personal knowledge of the facts set forth herein. To the
extent any of the information disclosed herein requires amendments or modifications upon the
Firm’s completion of further review or as additional information becomes available to the Firm, a
supplemental declaration will be submitted reflecting such amended or modified information.
6. In conjunction with Debtors’ retention of the Firm, I directed a search of the Firm’s
conflicts system for each of Debtors’ creditors, equity security holders and affiliates (Potential
Parties in Interest), which are listed on the attached Schedule 1.
7. The Firm may represent other affiliates of creditors whose identities and affiliation
did not show up on the conflicts system. Further, the Firm based its review of its conflicts system
on entities whom Debtors identified as creditors, equity security holders and affiliates. It is
possible that there are creditors whom Debtors did not identify in their records that are clients of
the Firm. The following summarizes the findings gleaned from my review of the information
available on the Firm’s conflicts system of current clients of the Firm and affiliates of current
clients of the Firm that are also creditors of Debtors, former clients of the Firm that are also
creditors of Debtors, and my and the Firm’s connections with Debtors and its current and former
officers, directors, and professionals.
A. Current Clients of the Firm That Are Creditors; Representation on Unrelated Matters
8. The Firm currently represents entities or affiliates of entities that may have direct
or individual claims or interests against Debtors that are listed on the attached Schedule 2. Except
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4
as noted on Schedule 2, the Firm’s ongoing representation of the Schedule 2 entities do not involve
or relate to Debtors or this case.
B. Current and Former Clients of the Firm That Are Creditors of Debtors; Representation in These Chapter 11 Cases
9. The Firm also currently represents creditors and affiliates of creditors of Debtors as
reflected on Schedule 2. Furthermore, the Firm previously represented, but does not currently
represent other creditors or affiliates of creditors of Debtors as reflected on Schedule 2. Such
representation will not impact Quinn Emanuel’s ability to fulfill its obligations as counsel to
Debtors as allowed by 11 U.S.C. § 327(a).
10. None of the preceding current clients individually represents more than 1% of the
Firm’s annual revenues. Because there is often a lag time between when work for a client ceases
and the actual closing of a matter on the conflicts system, as used herein, the term “former client”
refers to clients for whom the last activity at the Firm was more than 12 months prior to the date
hereof.
C. Quinn Emanuel’s Payment History with the Debtor
11. On April 24, 2020, Quinn Emanuel received a retainer in the amount of
$800,000.00 from Grupo Cinemex, S.A. de C.V., the majority shareholder of Debtor Cinemex
Holdings USA, Inc. for services rendered in connection with pending litigation in the Southern
District of Texas as well as preparation for a chapter 11 filing of certain entities. On that same
day, Quinn Emanuel drew down $741,567.03 for the prepetition legal fees incurred. On April 27,
2020, Quinn Emanuel forwarded $50,000.00 to Bast Amron LLP as a retainer for prospective legal
work as co-counsel for the Debtors in connection with these cases. Quinn Emanuel currently holds
a retainer in the amount of $8,432.97 as of the Petition Date.
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5
D. Statement Regarding U.S. Trustee Guidelines
12. The Firm shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with its representation of Debtors in this chapter
11 case in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions
of the Bankruptcy Rules, Bankruptcy Local Rules, and any other applicable procedures and orders
of the Court. The Firm also intends to make a reasonable effort to comply with the U.S. Trustee’s
requests 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 (“U.S. Trustee Fee
Guidelines”) both in connection with this Application as well as the fee applications that may be
filed by the Firm in connection with the representation of Debtors.
E. Attorney Statement Pursuant to U.S. Trustee Fee Guidelines
13. The following is provided in response to the request for additional information set
forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines:
Question: Did the Firm agree to any variations from, or alternatives to, the Firm’s standard billing arrangements for this engagement?
Answer: No. The Firm and Debtors have not agreed to any variations from, or
alternatives to, the Firm’s standard billing arrangements for this engagement. The rate structure provided by the Firm is appropriate and is non-significantly different from (a) the rates that the Firm charges for other non-bankruptcy representatives, or (b) the rates of other comparably skilled professionals.
Question: Do any of the Firm’s professionals in this engagement vary their rate based
on the geographical location of Debtors chapter 11 case? Answer: No. The hourly rates used by the Firm in representing Debtors are
consistent with the rates that the Firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.
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Question: If the Firm has represented Debtors in the 12 months prepetition, disclose the Firm’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the Firm’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.
Answer: Quinn Emanuel was first retained by Debtors on April 5, 2020. Quinn
Emanuel’s fees are determined on the basis of time billed at hourly rates. The Firm’s hourly rates vary with the experience and seniority of its attorneys and paralegals, and are adjusted on January 1 of each year. The 2020 hourly rates for Quinn Emanuel’s attorneys range from $625.00 to $1,595.00.
Question: Has Debtors approved the Firm’s budget and staffing plan, and if so, for
what budget period? Answer: Debtors has not approved a budget and staffing plan for Quinn Emanuel. I declare under penalty of perjury that the foregoing is true and correct. Executed this 30th day of April, 2020. /s/ Patricia B. Tomasco Patricia B. Tomasco
Case 20-14695-LMI Doc 30-1 Filed 04/30/20 Page 6 of 13
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SCHEDULE 1
COMPANY DEBTORS CB Theater Experience, LLC Cinemex USA Enterprises, LLC Cinemex USA Real Estate Holdings, Inc. U.S. ATTORNEY'S OFFICE (SOUTHERN DISTRICT OF FLORIDA) Ariana Fajardo Orshan U.S. TRUSTEE (SOUTHERN DISTRICT OF FLORIDA) Guy A. Van Baalen Adisley M. Cortez-Rodriquez Heidi A. Feinman Ariel Rodriquez Steven D. Schneiderman Zana M. Scarlett U.S. BANKRUPTCY JUDGES AND STAFF (SOUTHERN DISTRICT OF FLORIDA) Judge Laurel M. Isicoff Emily Maza Emily Stone Noemi Sanabria Judge A. Jay Cristol Jennifer Rolph Cheryl Kaplan Susan Gutierrez Judge Scott M. Grossman Edy Gomez Judge Paul G. Hyman, Jr. Erin M. Hoskins Christina Romero Judge Erik P. Kimball Dawn Leonard Judge Robert A. Mark Marcy Gatell Corinne Aftimos Jackie Antillon Judge Mindy A. Mora
Case 20-14695-LMI Doc 30-1 Filed 04/30/20 Page 7 of 13
8
Tara Trevorrow Nicole McLemore Maria Romaguera Serfaty CREDITORS AND AFFILIATES 1025 W Addison Street Apartments ACS Enterprises AL Dept. of Revenue AmEx Banco Santander (México) S.A. BBVA Bancomer, S.A. Boutique Bowling Brickell City Centre Retail, LLC Buena Vista Pictures Distribution Carlyle/Cypress Leesburg, LLC Casto-Oakbridge Venture, Ltd. CB Theater Experience, LLC CDITech Cinemas Lumiere SA DE C.V. Cinemas Lumiere SA DE CV Cinematec Cinemex AD, LLC Cinemex Desorrollos, S.A. DE C.V. Cinemex Holdings USA, Inc. Cinemex Masaryk, S.A. DE C.V. Cinemex MD, LLC Cinemex Morelia, S.A. DE C.V. Cinemex San Antonio, S.A. DE C.V. Cinemex Toluca II, S.A. DE C.V. Cinemex USA Enterprises, LLC Cinemex USA Real Estate Holdings, Inc. Cinemex WTC, S.A. DE C.V. Cinionic, Inc. Circuito Estrellas De Oro, S.A. DE C.V. City Wide of Metro Atlanta Cityplace Doral Management Closter Market Place (EBA), LLC Cobb Lakeside, LLC ComEd Comprehensive Energy Services Inc.
Case 20-14695-LMI Doc 30-1 Filed 04/30/20 Page 8 of 13
9
Countryside Mall, LLC Creative Realities, Inc. Daytona Beach Property Holding D-Box USA, Inc. Dell EMC Dell Financial Services Deloitte Dolphin Mall Associates LLC Edison Properties, LLC Edward Don & Company Entertainment Supply & Technologies, LLC Entretenimiento CSC S.A. DE C.V. Entreternimiento Alterno S.A. DE EPR Properties - Tuscaloosa Fathom Events Florida Power & Light Focus Features Fuqua BCDC Peachtree Corners Futa Gensler Architecture Design and Planning P.C. GLL BVK Properties Grande Rotunda, LLC Group 1200 Media Grupo Cinemex, S.A. DE C.V. Grupo Vino Por Ti HSBC México, S.A. IMAX Corporation Innovative Elevator, Inc. iStar, Inc. Joe G. Tedder Tax Collector Leon County Tax Collector Leon Farmer & Co Liberty Center LLC Lions Gate Entertainment Mango Rojo S.A. DE C.V. Merchant ID Charges (Vantiv) US Merchant Relationship Management Merritt Square Realty, LLC Mishorim Gold Properties, LP Mmcinemas Sun Mall, S.A. DE C.V. Moac Mall Holdings, LLC
Case 20-14695-LMI Doc 30-1 Filed 04/30/20 Page 9 of 13
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National Retail Properties, LP NCR NCR Corporation Neon Rated, LLC NWWP, LP Old Orchard Urban, LP Operadora de Cinemas, S.A. DE C.V. Operadora Moliere, S.A. DE C.V. Paramount Paramount Theatrical Distribut Phoenix Diversified Group, Inc. Procam Systems Proctor Companies RCG-Gulf Shores, LLC Revere Meat Company Ritelite Signs Inc. Royal Paper Corporation RP Plaza Retail and Theatre, L Sabcapital, S.A. De C.V. Scotiabank Inverlat, S.A. Serviuno, S.A. De C.V. Serviuo, S.A. DE C.V. Shopcore Properties, LP Simon Capital GP Smart Pricer Solaris Commercial Owner, LLC Sony Sony Pictures Releasing Southgate Plaza, LLC Stein, Joshua PLLC STX Filmworks, Inc. Suta Teatro Polanco, S.A. DE C.V. The Graham Companies TM Stony Point Park, L.P. TM Wellington Green Mall, LP Trony S. De R.L. De C.V. Twin Shores Management, LLC Universal Film Exchanges US Foods
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11
VA Dept. of Revenue VCC, LLC Vistar Vistar Corporation - Dallas Warner Brothers Distributing, Inc. Wheeling Commercial Development Windstream Windstream Communications WS Tampa Owner, LLC
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SCHEDULE 2
COMPANY RELATIONSHIP AmEx Current client in unrelated matters BBVA Bancomer, S.A. Affiliate of current client in unrelated matters Carlyle/Cypress Leesburg, LLC The Carlyle Group is a current client (if
related) Dell EMC EMC Corporation is a former client (if
related) Dell Financial Services Dell Inc. was a former client. Deloitte Former client Edison Properties, LLC Edison Capital is a former client (if related)
and Edison S.P.A. is a current client Fuqua BCDC Peachtree Corners Peachtree Financial Solutions is a former
client (if related) Gensler Architecture Design and Planning P.C.
M. Arthur Gensler Jr. & Associates is a former client (if related)
Grupo Cinemex, S.A. de C.V. This entity appears in the conflicts system as a current client but is not currently retained as a client.
HSBC México, S.A. Affiliate of current client in capacity as trustee only
IMAX Corporation Former client Lions Gate Entertainment Affiliate of current clients Neon Rated, LLC Neon Enterprises Software is a former client
(if related) Paramount Paramount Pictures is a former client (if
related) Paramount Theatrical Distribut Paramount Pictures is a former client (if
related) RCG-Gulf Shores, LLC RCG Tapestry LLC, RCG Halifax Fund, Ltd,
RCG AAA, LLC, and Ramius Capital Group, LLC are former clients (if related)
Scotiabank Inverlat, S.A. Former client Sony Current client in unrelated matters Sony Pictures Releasing Sony Pictures Entertainment, Inc. is a former
client (if related) STX Filmworks, Inc. STX Corporation is a former client (if related) The Graham Companies Graham Holdings is a former client (if
related)
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Universal Film Exchanges Universal Television and Universal City Studios are open clients (if related); Universal Pictures, NBC Universal, and Universal Pictures Subscription Television are former clients (if related)
Warner Brothers Distributing, Inc. Warner Bros. Entertainment, Time Warner Cable, and Warner Music Group, are current clients (if related) in unrelated matters that are in the process of concluding
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09923-00001/12107205.1
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION www.flsb.uscourts.gov
In re: CINEMEX USA REAL ESTATE Chapter 11 HOLDINGS, INC., CINEMEX HOLDINGS USA, INC., and CB THEATER EXPERIENCE, LLC,1
Case No. 20-14695-LMI
Debtors. (Jointly Administered)
/
ORDER GRANTING THE DEBTORS’ EXPEDITED APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT OF QUINN EMANUEL URQUHART & SULLIVAN,
LLP AS COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020
THIS MATTER came before the Court on , 2020 at a.m./p.m.,
upon the Debtors’ Expedited Application for an Order Authorizing Employment of Quinn
Emanuel Urquhart & Sullivan, LLP as Co-Counsel to the Debtors Effective as of April 25, 2020
(“Application”). The Court, having reviewed the Application and the supporting documents
1 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as
follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB Theater Experience, LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33030.
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09923-00001/12107205.1 2
thereto, and finding that it has jurisdiction over the matter pursuant to 28 U.S.C. § 1334, that the
Application was properly filed and served, that this is a core proceeding pursuant to 28 U.S.C §
157(b). It is hereby
ORDERED, ADJUDGED, AND DECREED that Cinemex USA Real Estate Holdings,
Inc., Cinemex Holdings USA, Inc., and CB Theater Experience, LLC (collectively, the “Debtors”
or “Cinemex”) shall be, and is hereby, authorized to employ Quinn Emanuel Urquhart & Sullivan,
LLP as bankruptcy counsel upon the terms and conditions set forth in the Application; it is further
ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall apply for compensation
for professional services rendered and reimbursement of expenses in accordance with the
procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the
Bankruptcy Rules, Local Rules, the Complex Case Procedures, the U.S. Trustee Guidelines, and
any fee and expense guidelines of this Court. Quinn Emanuel Urquhart & Sullivan, LLP also
intends to make a reasonable effort to comply with the U.S. Trustee’s request for information and
additional disclosures as set forth in the Guidelines for Reviewing Application for Compensation
and Reimbursement of Expenses under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases
Effective November 1, 2013, both in connection with the Application and the fee applications to
be filed by Quinn Emanuel Urquhart & Sullivan, LLP. Quinn Emanuel Urquhart & Sullivan, LLP
will use its best effort to avoid any duplication of services provided by any of Cinemex’s other
chapter 11 professionals in these chapter 11 cases; it is further
ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall not charge a markup to
Cinemex with respect to fees billed by contract attorneys or title review professionals
(“Contractors”) who are hired by Quinn Emanuel Urquhart & Sullivan, LLP to provide services to
Cinemex and shall ensure that any such Contractors that are attorneys are subject to conflict checks
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09923-00001/12107205.1 3
and disclosures in accordance with the requirements of the Bankruptcy Code and Bankruptcy
Rules; it is further
ORDERED that to the extent the Application, the Tomasco Declaration, or the First Day
Declaration is inconsistent with this Order, the terms of this Order shall govern; it is further
ORDERED that notwithstanding anything to the contrary in the Application, Quinn
Emanuel Urquhart & Sullivan, LLP shall not be entitled to reimbursement for fees and expenses
incurred in connection with any objection to its fees absent further order of this Court; it is further
ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP shall provide ten business days’
notice to the Debtors, the U.S. Trustee, and any official committee 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 objection to any rate increase in accordance with 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; it is further
ORDERED that, to the extent that the Debtors wish to expand the scope of Quinn Emanuel
Urquhart & Sullivan, LLP’s services beyond those services set forth in the Engagement Letter or
this Order, the Debtors shall be required to seek further approval from this Court; it is further
ORDERED that Quinn Emanuel Urquhart & Sullivan, LLP will review its files periodically
during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying
circumstances exist or arise. If any new relevant facts or relationships are discovered or arise,
Quinn Emanuel Urquhart & Sullivan, LLP will use reasonable efforts to identify such further
developments and will promptly file a supplemental declaration, as required by Fed. R. Bankr. P.
2014(a); it is further
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09923-00001/12107205.1 4
ORDERED that the terms and conditions of this Order shall be immediately effective and
enforceable upon its entry; it is further
ORDERED that this Court shall retain jurisdiction with respect to all matters arising from
or relating to the interpretation or implementation of this Order.
# # #
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09923-00001/12107205.1 5
Submitted By:
Patricia B. Tomasco Quinn Emanuel Urquhart & Sullivan, LLP 711 Louisiana, Suite 500 Houston, Texas 77002 Telephone: 713-221-7100 Email: [email protected] -and- Jeffrey Bast Bast Amron LLP One Southwest Third Avenue Suite 1400 Miami, Florida 33131 Telephone: 305-379-7904 Email: [email protected] Copies to: Attorney Jeffrey Bast, who shall serve a copy of this order on all interested parties and file a certificate of service reflecting same.
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