UNITED STATES BANKRUPTCY COURT SOUTHERN ......MIAMI DIVISION In re: CINEMEX USA REAL ESTATE Chapter...

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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

(Jointly Administered) Debtors.

/

DEBTORS’ EXPEDITED APPLICATION FOR ORDER AUTHORIZING EMPLOYMENT OF BAST AMRON LLP AS COUNSEL TO THE

DEBTORS EFFECTIVE AS OF APRIL 25, 2020

The Debtors require immediate representation in the instant chapter 11 cases. Simultaneously with the filing of this Application, the Debtors have filed several first day motions, including a motion to reject unexpired leases and retain counsel. The Debtors request that the Court set the instant application to retain Bast Amron LLP as counsel simultaneously with their 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 Order Authorizing Employment of Bast Amron LLP as Counsel to the

Debtor Effective as of April 25, 2020 (the “Application”) through which they request the entry of

an order, pursuant to 11 U.S.C. § 327(a), authorizing the employment of Jeffrey Bast and the law

firm of Bast Amron LLP (collectively, “BA”), as counsel to the Debtors, and states:

1 The Debtors in these cases and the last four digits of each Debtors’ 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.

Case 20-14695-LMI Doc 28 Filed 04/30/20 of 7

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1. On April 25, 2020 (the “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 believes that it is in the best interest of the estate(s) to retain BA as

general counsel in this case.

4. Authorization to employ BA is necessary to avoid immediate and irreparable

harm because the Debtors cannot appear without counsel, and BA 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 BA 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 BA will render include, but are not limited to, the

following:

a. To advise the Debtors with respect to its responsibilities in complying

with the United States Trustee’s Guidelines and Reporting Requirements and with the

rules of the Court;

b. To prepare motions, pleadings, orders, applications, adversary

proceedings, and other legal documents necessary in the administration of these cases;


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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. BA has substantial experience in bankruptcy cases before this Court and others,

and is well qualified to act as counsel for the Debtors. To the best of the Debtors’ knowledge,

except as disclosed in the Affidavit of Jeffrey P. Bast in Support of the Debtors’ Application for

Order Authorizing Employment of Bast Amron LLP as Counsel for the Debtors (the “Bast

Affidavit”), neither Jeffrey Bast (“Bast”) nor BA has any connection with the creditors or other

parties in interest or their respective attorneys. As set forth in the Affidavit, to the best

knowledge of Bast, neither Bast nor BA represents any interest adverse to the Debtors.

8. Attached to this Application is the Bast Affidavit containing a verified statement

as required under Rule 2014 of the Federal Rules of Bankruptcy Procedure and demonstrating

that under these circumstances Bast and BA are disinterested as required by § 327(a) of the

Bankruptcy Code.

9. BA was retained pre-petition by the Debtors and received a retainer of $50,000

from the law firm of Quinn Emanuel Urquhart & Sullivan, LLP, which was funded to that firm

by Grupo Cinemex, S.A. de C.V., the majority shareholder of Debtor Cinemex Holdings USA,

Inc.

10. BA 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.


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WHEREFORE, the Debtor respectfully requests that the Court (i) enter an order

approving the Debtors’ employment of BA as counsel to the Debtor effective as of April 25,

2020, and (ii) granting any other relief as this Court deems appropriate.

Dated: April 30, 2020

Respectfully submitted,

BAST AMRON LLP Proposed Counsel for the Debtors SunTrust International Center One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Telephone: (305) 379.7904 Facsimile: (305) 379.7905 Email: [email protected] Email: [email protected] Email: [email protected] By: /s/ Jeffrey P. Bast

Jeffrey P. Bast, Esq. (FBN 996343) Brett M. Amron, Esq. (FBN 148342) Jaime B. Leggett, Esq. (FBN 1016585)


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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,

Case No. 20-14695-LMI

(Jointly Administered) Debtors.

/

AFFIDAVIT OF JEFFREY P. BAST IN SUPPORT OF THE DEBTORS’ EXPEDITED APPLICATION FOR ORDER AUTHORIZING

EMPLOYMENT OF BAST AMRON LLP AS COUNSEL TO THE DEBTORS EFFECTIVE AS OF APRIL 25, 2020

STATE OF FLORIDA ) ) ss:

COUNTY OF MIAMI-DADE) Jeffrey P. Bast, being duly sworn, says:

1. I am an attorney admitted to practice law in the states of Florida and New York,

the United States District Courts for the Southern and Middle Districts of Florida, the United

States Bankruptcy Court for the Southern District of Florida, and the United States Court of

Appeals for the Eleventh Circuit, and in the United States Supreme Court.

2. I am a member of and co-managing partner of the law firm of BAST AMRON

LLP (“BA”) with offices located at One Southeast Third Avenue, Suite 1400, Miami, Florida

33131.

3. I submit this Affidavit in support of the Debtors’ Expedited Application for Order

Authorizing Employment of Bast Amron LLP as Counsel to the Debtors Effective as of April 25,

2020 (the “Application”) filed by the Debtors-in-Possession, Cinemex USA Real Estate


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Holdings, Inc., Cinemex Holdings USA, Inc. and CB Theater Experience LLC (collectively, the

“Debtors” or “Cinemex”).

4. On April 24, 2020, the Debtors retained BA as counsel.

5. On April 25, 2020, 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 Bankruptcy Code (the “Bankruptcy Code”).

6. To the best of my knowledge, information and belief, neither I nor BA has had, or

presently has, any connection with the creditors, their respective attorneys and accountants, the

United States Trustee, any person employed by the United States Trustee, or any other interested

party in these bankruptcy cases.

7. Except for the continuing representation of the Debtors, neither I nor BA has

represented or will represent any other entity in connection with these bankruptcy cases.

8. Prior to the Petition Date, BA provided services to the Debtors in connection with

the bankruptcy filings. BA has waived any outstanding claim against the Debtors for prepetition

services provided by BA.

9. Accordingly, both BA and I are “disinterested persons” as that term is defined

under 11 U.S.C. § 101(14) and as required for retention as counsel by 11 U.S.C. § 327.

10. Jeffrey Bast’s current standard rate is $595 per hour. BA’s other managing

partner Brett Amron also has a standard hourly rate of $595. Further, it is BA’s policy, in all

areas of practice, to charge its clients for all additional expenses incurred in connection with a

client’s case. BA will charge for such expenses in a manner and at rates consistent with charges

made generally to BA’s other clients.


UNITED STATES BANKRUPTCY COURT SOUTHERN ......MIAMI DIVISION In re: CINEMEX USA REAL ESTATE Chapter...

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