Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 1 of 21 IN THE UNITED STATES BANKRUPTCI'COURT FOR THE DISTRICT OF DEL~~'~'AItE In re: Chapter 11 iPic-Gold Class Entertainment, LLC, et ccl.,~ I Case No. 19-11739(LSS) Debtors. ~ (Jointly Administered) Objection Deadline: September 4, 2019 at 4:00 p.m.(ET) Hearing Date: September 11, 2019 at 11:00 a.m.(ET) DEBTORS' APPLICATION FOR ENTRY OF AN ORDER:(I) AUTHORIZING DEBTORS TO EMPLOY AND RETAIN PJ SOLOI~ION AS INVESTMENT BANKER TO THE DEBTORS EFF~CTIV~ NUNCPRO TUNC TO THE PETITION Dr~TE, (II) APPROVING THE T~RI~IS QF THE E`TGAGEMENT LETTER, (III) MODIFYING CERTAIl\T TIME-~~EEPING REQUIREMENTS, AND (IV) GRANTING RELATED RELIEF The debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors" or the "Company") hereby apply to the Court (this "Application"), pursuant to sections 327(a) and 328(x) of title 11 of the United States Code (the `Bankruptcy"), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the `Banlcruptc~") and Rules 2014-1 and 2016-2(h) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), for the entry of an order, substantially in the form attached as Exhibit A (the "Proposed Order")(i) authorizing them to employ and retain PJ SoloYnon, L.P. and/or its affiliate PJ Solomon Securities, LLC (collectively,"Solomon") as investment banker ~zunc pro tu~~c to the Petition Date (as defined ~ The Debtors in these cha}~ter 11 cases, along with Che last four digits of each Debtor's federal tax identification n~nnbei•, as applicable, are: iPic Entertai~lment l~zc. (9582); iPic-Gold Class Entertainment, LLC(4684); iPic Gold Class Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC(N/A); and Delray Beach Holdings LLC (1035). The Debtors' }principal place of busi~~ess is 433 Plaza Real, Suite 335, Boca Rato~~, FL 33432. rocs ~~~:za4s~o.z ~<>>~~iooi Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 2 of 21 below) in accordance with the terms and conditions set forth in that certain amended and restated engagement letter between iPic Entertainment Inc. and Solomon, dated as of July 22, 2019 (the "Engagement Letter"),Z (ii) approving the terms of the Engagement Letter, including the fee and expense structure and the indemnification, contribution, reimbursement and related provisions set forth therein, (iii) modifying certain information requirements of Local Rule 2016- 2, and (iv) granting related relief. In support of this Application, the Debtors submit the declaration of Richard S. Brail (the `Brad Declaration"), attached hereto as exhibit B. In further support of the Application, the Debtors respectfully represent as follows: .Tnrisdictimi 1. The United States Bankruptcy Court for the District of Delaware (the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Ame~zdec~ Stc~ndiizg Order ofRefereizce fi~o~n the United States District Courtfor the District ofDelaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and the Debtors confirm their consent pursuant to Rule 9013-1(~ of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. '- A copy of the Engagement Letter is attached as Exhibit l to the Proposed Order. 2 DOGS D! :224>7Q2 39 66/001 Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 3 of 21 The bases for the relief sought herein are sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-2(h). Background 4. On August 5, 2019 (the "Petition Date"), each Debtor commenced with this Court a voluntary case under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in these chapter 11 cases. 5. The Debtors are a leading provider ofpolished-casual dining in a luxury theater auditorium environment. The Debtors are one of the largest combined movie theater and restaurant entertainment destinations with locations that provide a luxurious movie-going experience at an affordable price. The Debtors provide customers with high-quality, chef-driven culinary and mixology in unique destinations that include premium movie theaters, restaurants, and lounges. 6. Amore detailed description of the Debtors' business and operations, and the events leading to the commencement of these chapter 11 cases, is provided in the Deciccrcation of Dc~vicl M. Baker ziz Support First Day Motions [Docket No. 4](the "Declaration"), and incorporated herein by reference. Relief Requested By this Application, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-2(h), the Debtors request authority to appoint and retain Solomon as their invesnllent banker in the Debtors' rocs ~e:~~as~o.z;ns~~iooi Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 4 of 21 chapter 11 cases in accordance with the terms and conditions set forth in the Engagement Letter, effective as of the Petition Date. Solomon's Qualifications In light of the size and complexity of these cases, the Debtors require a qualified and experienced investment banker with the resources, capabilities, and experience of Solomon to assist the Debtors in pursuing the transactions that are crucial to the success of the Debtors' cases. Investment banking expertise, such as the expertise provided by Solomon, is a necessary, vital, and critical service that will complement the services provided by the Debtors' other professionals, without duplication. The Debtors believe the retention of Solomon as their investment banker is in the best interest of their estates and will inure to the benefit of all parties in interest because, among other things, Solomon has extensive experience in, and an excellent reputation for, providing investment banking services to debtors in bankruptcy reorganizations and other restructurings. Solomon, and in particular Mr. Brail, who is the Head of Solomon's Media, Entertainment &Communications Group, have extensive experience advising companies in the site-based entertainment industry. Mr. Brail's transaction experience includes extensive work in the motion picture exhibition sector and the dine-in theatre segment. He has worked as both sell- side and buy-side advisor for traditional theatres, luxury theatres and dine-in concepts. His transaction experience in the dine-in theatre segment includes advising: Moviehouse &Eatery on its Sale to Cinepolis (2019); VSS-Southern Theatres/Movie Tavern on its sale to Marcus Corporation (2019); Cobb on its sale of Cinebistro to Cinemex (2017) and Movie Tavern on its sale to VSS/Southern Theatres (2013). His transaction experience in the broader motion picture exhibition sector includes advising: Santikos Enterprises on its sale of certain theatres and 4 Case 19-11739-LSS Doc 94 Filed 08/13/19 Page 5 of 21 property far' future development to Regal (Apri12017); Cobb Theatres on its sale to Cinemex (2017), Marcus Corporation on its acquisition of Wehrenberg Theatt~es (2016); Bow Tie Cinemas on its sale of a collection of theatres to Cinepolis (2016); Starplex Cinemas on its sale to AMC Entertainment (2016); Kerasotes Theatres on its sale to AMC Entertainment (2010), and Syufy Enterprises on its sale of Century Theatres to Cinemark USA (2006). 10. Further, Mr. Brail has extensive relationships across the landscape of likely interested parties, including existing theatre operators, site-based entertainment and venue management companies, and financial investors. He also maintains active dialogues with parties who invest opportunistically in transactions with turnaround potential. 11. In addition, Solomon and its senior professionals have extensive experience in the reorganization and restructuring of troubled companies, both out-of-court and in chapter 11 proceedings. Solomon's employees have advised debtors, creditors, equity constituencies, and government agencies in many complex reorganizations and Solomon has been retained as investment bankers in a number of troubled company situations in various jurisdictions, including, among others: hz ~~e Payless Holdi~zgs LLC, Case No. 19-40883 (Bankr. E.D. Mo. Mar. 19, 2019); ba re Quicksilvef~, Inc., Case No. 15-11880 (Bankr. D. Del. Oct. 28, 2015); In re HHLiquidcrtiorz, LLC (f/lda In re Haggen Holdings, LLC), Case No. 15-11874(KG) (~Banlcr. D. Del. Oct. 8, 2015); liz re Tl2e Dolan Comp~i~y, Case No. 14-10614 (Bankr. D. Del. Apr. 15, 2014); h~~ re MESInt'l, Inc., Case No. 09-14109 (Banla~. D. Del. Feb. 26, 2010); bi re CD Lilzriclmtioi~ Co., LLC, Case No. 09-13038 (Banta'. D. Del. Sept. 15, 2009); b~ i~e Leca~~ Corp., Case No. 09-14326 (Banlcr. S.DN.Y. Aug. 25, 2009); In ~~e Bzril~~ing Materials Holding Corp., Case No. 09-12074 (Ba1~l~~. D. Del. July 16, 2009); bz re Ecl~l~~e Bcruer Holdi»gs, Inc., Case No. 09-12099 (Bankj-. D. Del. July 7, 2009); In re Pola~~oid Copp., Case No. 08-46617 (Banta-.