09923-00001/12642715.1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: 

CINEMEX USA REAL ESTATE 

HOLDINGS, INC., CINEMEX HOLDINGS 

USA, INC., and CB THEATER 

EXPERIENCE LLC,1

 Reorganized Debtors. 

_____________________________________/ 

Chapter 11 

Case No. 20-14695-LMI 

(Jointly Administered) 

OBJECTION TO CLAIM NO. 89 OF TOR CONSTRUCTION CO., INC. 

(Objection to Claim Classification) 

IMPORTANT NOTICE TO CREDITOR: 

THIS IS AN OBJECTION TO YOUR CLAIM 

This objection seeks either to disallow or reduce the amount 

or change the priority status of the claim filed by you or on your 

behalf. Please read this objection carefully to identify which claim is 

objected to and what disposition of your claim is recommended. 

If you disagree with the objection or the recommended 

treatment, you must file a written response WITHIN 30 DAYS from 

the date of service of this objection, explaining why your claim 

should be allowed as presently filed, and you must serve a copy to 

the undersigned attorney OR YOUR CLAIM MAY BE DISPOSED 

OF IN ACCORDANCE WITH THE RECOMMENDATION IN 

THIS OBJECTION. 

If your entire claim is objected to and this is a chapter 11 

case, you will not have the right to vote to accept or reject any 

proposed plan of reorganization until the objection is resolved, 

unless you request an order pursuant to Bankruptcy Rule 3018(a) 

temporarily allowing your claim for voting purposes. The written 

response must contain the case name, case number, and must be 

filed with the Clerk of the United States Bankruptcy Court, C. Clyde 

Atkins United States Courthouse, 301 North Miami Avenue, Room 

150, Miami, Florida 33128. 

 

1

 The Reorganized Debtors in these cases and the last four digits of each Reorganized 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 Reorganized 

Debtors is 175 Southwest 7th Street, Suite 1108, Miami, Florida 33130. 

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09923-00001/12642715.1 2 

 Cinemex USA Real Estate Holdings, Inc. (“Cinemex USA”), Cinemex Holdings USA, 

Inc. (“Cinemex Holdings”), and CB Theater Experience LLC (“CB Theater,” and collectively, 

the “Reorganized Debtors” or “Cinemex”), all of which are the Reorganized Debtors in the 

above-captioned jointly administered confirmed chapter 11 cases (the “Chapter 11 Cases”), 

through undersigned counsel and pursuant to section 502(b) of title 11, United States Code (the 

“Bankruptcy Code”), rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), and rule 3007-1 of the Local Bankruptcy Rules for the Southern District of Florida (the 

“Local Bankruptcy Rules”), hereby object to the following claim filed in these cases and seek to 

reclassify it from a secured to a general unsecured claim, for the reasons set forth in the table 

below and discussed in further detail in the Objection: 

Claim 

No. 

Name of Claimant Amount of 

Claim 

Basis for Objection Recommended 

Disposition 

89 TOR Construction 

Co., Inc. 

$491,569.23 No collateral; satisfaction Reclassify as 

general 

unsecured 

I. RELIEF REQUESTED 

1. The Reorganized Debtors request entry of an order, substantially in the form 

attached hereto as Exhibit A, pursuant to Bankruptcy Code section 502(b), rule 3007 of the 

Bankruptcy Rules, and rule 3007-1 of the Local Bankruptcy Rules, reclassifying from secured to 

general unsecured Claim No. 89 of TOR Construction Co., Inc. (the “Asserted Secured Claim”), 

without prejudice to any other objections to claim that could be brought against the Asserted 

Secured Claim. 

II. JURISDICTION AND VENUE 

2. The United States Bankruptcy Court for the Southern District of Florida (the 

“Bankruptcy Court”) has jurisdiction over this matter pursuant to 28 U.S.C. Sections 157 and 

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09923-00001/12642715.1 3 

1334 as well as the retention of jurisdiction provisions found in (i) the Court’s order confirming 

the Debtors’ plan of reorganization (ECF No. 936) (the “Confirmation Order”) and (ii) the 

confirmed plan of reorganization (ECF No. 779) (the “Plan”). This matter is a core proceeding 

within the meaning of 28 U.S.C. Section 157(b)(2). 

3. Venue is proper pursuant to 28 U.S.C. Sections 1408 and 1409. 

4. The bases for the relief requested in this Objection are sections 105(a) and 502(b) 

of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Bankruptcy Rule 3007-1. 

III. FACTUAL HISTORY 

A. The Bankruptcy 

5. On April 25, 2020, Cinemex USA and Cinemex Holdings filed for bankruptcy 

under chapter 11 of title 11 of the Bankruptcy Code in this Court. On April 26, 2020 (together 

with April 25, 2020, the “Petition Dates”), CB Theater also filed for bankruptcy under chapter 11 

in this Court. 

6. The deadline to file proofs of claim was set as July 6, 2020. 

7. Cinemex is in the movie theater business and is based in Miami, Florida. At the 

time of the filing of this case, Cinemex operated 41 movie theaters in dozens of cities in 12 

states, including Florida. The theaters operate under the brand name “CMX Cinemas.” 

8. On November 25, 2020, the Court entered the Confirmation Order. Pursuant to 

the Confirmation Order (at Paragraph 132), the Reorganized Debtors2

 have the sole authority to 

bring objections to secured claims. The Reorganized Debtors have 180 days from the Effective 

Date (as defined in the Plan), which occurred on December 18, 2020, to bring objections to 

secured claims. 

 

2

 “Reorganized Debtors” is defined in the Plan as “the Debtors, as reorganized pursuant to and under the Plan or 

any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.” 

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09923-00001/12642715.1 4 

B. The Asserted Secured Claim 

9. On July 6, 2020, TOR Construction Co., Inc. filed Proof of Claim No. 89 in Case 

No. 20-14695, alleging a secured claim against Debtors CB Theater and Cinemex Holdings in 

the amount of $491,569.23. The proof of claim states that $470,206.34 of the Asserted Secured 

Claim is secured by a mechanic’s lien relating to 1025 W. Addison Street, Third Floor, Chicago, 

Illinois 60613 (the “Addison Property”) and $21,362.89 of the Asserted Secured Claim is 

secured by a mechanic’s lien relating to One Wheeling Town Center, 375 W. Dundee Road, 

Wheeling, Cook County, Illinois 60090 (the “Wheeling Property”). 

10. According to the proof of claim, TOR Construction performed work on the 

Wheeling Property as a subcontractor for the general contractor, Twin Shores Management LLC 

(the “General Contractor”). 

C. The Addison Property 

11. As set forth in the Stipulation Regarding Debtors’ Motion to Reject Lease with 

1035 W. Addison Street Apartments Owner, LLC between the Debtors and the owner of the 

Addison Property (ECF No. 228), 1025 W. Addison Street Apartments Owner, LLC (the 

“Addison Lessor”) is the owner of the Addison Property and was a lessor of the Addison 

Property pursuant to a lease dated July 3, 2014 (the “Addison Lease”). 

12. On April 30, 2020, the Debtors moved to reject the Addison Lease (ECF No. 29). 

13. On May 7, 2020, the Court entered an order granting the Debtors’ motion to reject 

the Addison Lease (ECF No. 72). 

14. Pursuant to the Confirmation Order (at Paragraph 144), the Debtors are deemed 

not to assume unexpired leases that were previously rejected. 

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09923-00001/12642715.1 5 

15. On November 19, 2019, the Debtors filed the Assumed Executory Contract and 

Unexpired Lease List (the “Assumption List”) as Exhibit B to the Plan Supplement for the Plan 

(ECF No. 885). The Assumption List does not include the Addison Lease. 

D. The Wheeling Property 

16. On November 20, 2020, the Court entered its Agreed Order Withdrawing Second 

Motion to Reject Executory Contracts Effective as of Date of Motion (ECF No. 799) and 

Assuming Lease as Amended with Respect to Wheeling Commercial Development, LLC (ECF 

No. 905) (the “Wheeling Assumption Order”). 

17. Pursuant to the Wheeling Assumption Order, the Debtors provided sufficient cure 

payments predicate to the assumption of the Wheeling Property (the “Wheeling Lease”) as 

amended to provide for the Debtors to remove the mechanic’s liens on the Wheeling Property. 

18. Notwithstanding assumption or rejection, however, the Asserted Secured Claim 

does not attach to property of the estate, and as such is not a secured claim under the Plan or the 

Bankruptcy Code. 

IV. OBJECTION 

19. Section 502(a) of the Bankruptcy Code provides that “[a] claim or interest, proof 

of which is filed under Section 501 of this title, is deemed allowed, unless a party in interest . . . 

objects.” 11 U.S.C. § 502(a). As set forth in Bankruptcy Rule 3001(f), a properly executed and 

filed proof of claim constitutes prima facie evidence of the validity and amount of the claim 

under Section 502(a) of the Bankruptcy Code. However, a claimant’s proof of claim is entitled 

to the presumption of prima facie validity only until the debtor effectively rebuts the 

presumption of validity. In re Santiago, 404 B.R. 564, 570 (Bankr. S.D. Fla. 2009). The burden 

of proof then shifts to the creditor. Id. 

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09923-00001/12642715.1 6 

20. By this Objection, the Reorganized Debtors seek to reclassify the Asserted 

Secured Claim from secured to general unsecured. For the Addison Lease, Illinois mechanics’ 

lien law specifies that the mechanic’s lien attaches to real property only: “Any [contractor] has a 

lien upon the whole of such lot or tract of land and upon adjoining or adjacent lots or tracts of 

land of such owner . . . for the amount due to him or her for the material, fixtures, apparatus, 

machinery, services or labor . . . .” Illinois Mechanics Lien Act, 770 ILCS 60/0.01, et seq. The 

Illinois law applicable here does not provide for any lien on the Debtors’ personal property, and 

the Addison Lease has been rejected by a final order. “It is a fundamental principle of 

bankruptcy law that a creditor cannot hold a secured claim in the case unless its collateral is 

property of the estate.” In re Paul, 534 B.R. 430, 434 (Bankr. M.D. Ga. 2015). See also In re 

Walker, No. 4:03-BK-17741E, 2003 WL 22794522, at *2 (Bankr. E.D. Ark. Oct. 31, 2003), 

Magna Bank v. Gilsinn, 224 B.R. 710 (Bankr. E.D. Mo. 1997); In re Gabor, 155 B.R. 391 

(Bankr. N.D. W. Va. 1993); In re Elliot, 64 B.R. 429 (Bankr. W.D. Mo. 1986). 

21. For the Wheeling Lease, even if there were collateral, any secured claim was 

satisfied and released pursuant to the Plan as the Wheeling Lease was assumed and cured, with 

sufficient proceeds to pay the General Contractor’s claim in full, which subsumes the various 

claims of the subcontractors within it. As set forth more fully below, this Objection is without 

prejudice to seeking reduction of the claim after reclassification to reflect this satisfaction. 

V. RESERVATION OF RIGHTS 

22. This Objection is limited to the grounds stated herein. Accordingly, it is without 

prejudice to the rights of the Reorganized Debtors, the GUC Trustee, or any other party in 

interest to object to any claim on any grounds whatsoever, and the Reorganized Debtors 

expressly reserve all further substantive or procedural objections they may have. The 

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09923-00001/12642715.1 7 

Reorganized Debtors expressly reserve the right to further amend, modify, or supplement this 

Objection and to file additional substantive or non-substantive objections to the Claim. Should 

one or more grounds of objection set forth in this Objection be overruled, the Reorganized 

Debtors reserve the right to object to the Claim on any other applicable ground. The 

Reorganized Debtors also expressly reserve the right to raise further objections, including 

objections under Section 502(d) of the Bankruptcy Code. 

23. Nothing contained herein or any actions taken pursuant to such relief is intended 

or should be construed as (a) an admission as to the validity of any prepetition claim against a 

Debtor entity; (b) a waiver of any party’s right to dispute any prepetition claim on any grounds; 

(c) a promise or requirement to pay any prepetition claim; (d) an implication or admission that 

any particular claim is of a type specified or defined in this Objection or any order granting the 

relief requested by this Objection; (e) a request or authorization to assume any prepetition 

agreement, contract, or lease pursuant to Section 365 of the Bankruptcy Code; or (f) a waiver of 

the Reorganized Debtors’ rights under the Bankruptcy Code or any other applicable law. 

VI. NOTICE

24. The Reorganized Debtors will provide notice of this Objection to: (a) the Office 

of the United States Trustee for the Southern District of Florida; (b) the entity filing the Claim 

and its counsel, if any; and (c) any party that has requested notice pursuant to Bankruptcy Rule 

2002. The Reorganized Debtors submit that, in light of the nature of the relief requested, no 

other or further notice need be given. 

VII. CONCLUSION 

 WHEREFORE, the Reorganized Debtors respectfully request entry of an Order 

substantially in the form attached hereto as Exhibit A, (a) sustaining the instant Objection; (b) 

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09923-00001/12642715.1 8 

reclassifying from secured to general unsecured Claim No. 89 of TOR Construction Co., Inc.; 

and (c) granting any and further relief as the Court deems just and proper. 

 Respectfully submitted this 13th day of April, 2021. 

QUINN EMANUEL URQUHART & 

SULLIVAN, LLP 

Patricia B. Tomasco (admitted pro hac vice) 

 Joanna Diane Caytas (admitted pro hac vice) 

711 Louisiana Street, Suite 500 

Houston, Texas 77002 

Telephone: 713-221-7000 

Facsimile: 713-221-7100 

Email: pattytomasco@quinnemanuel.com

Email: joannacaytas@quinnemanuel.com 

 

By: /s/ Patricia B. Tomasco

 Patricia B. Tomasco (admitted pro hac 

 vice) 

-andEric Winston (admitted pro hac vice) 

865 S. Figueroa Street, 10th Floor 

Los Angeles, California 90017 

Telephone: 213-443-3000 

Facsimile: 213-443-3100 

Email: ericwinston@quinnemanuel.com

-andJuan P. Morillo (FBN 135933) 

1300 I Street, NW, Suite 900 

Washington, D.C. 20005 

Telephone: 202-538-8000 

Facsimile: 202-538-8100 

Email: juanmorillo@quinnemanuel.com

-and- 

 

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09923-00001/12642715.1 9 

BAST AMRON LLP 

Jeffrey P. Bast (FBN 996343) 

Brett M. Amron (FBN 148342) 

Jaime B. Leggett (FBN 1016485) 

One Southeast Third Avenue, Suite 1400 

Sun Trust International Center 

Miami, Florida 33131 

Telephone: 305-379-7904 

Facsimile: 305-379-7905 

Email: jbast@bastamron.com

Email: bamron@bastamron.com 

Email: jleggett@bastamron.com 

COUNSEL FOR CINEMEX USA REAL 

ESTATE HOLDINGS, INC., CINEMEX 

HOLDINGS USA, INC., AND CB 

THEATER EXPERIENCE LLC 

Case 20-14695-LMI Doc 1053 Filed 04/13/21 Page 9 of 12
EXHIBIT A

Case 20-14695-LMI Doc 1053 Filed 04/13/21 Page 10 of 12
09923-00001/12642740.1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: 

CINEMEX USA REAL ESTATE 

HOLDINGS, INC., CINEMEX HOLDINGS 

USA, INC., and CB THEATER 

EXPERIENCE LLC,1

 Reorganized Debtors. 

_____________________________________/ 

Chapter 11 

Case No. 20-14695-LMI 

(Jointly Administered) 

ORDER GRANTING DEBTORS’ CLASSIFICATION OBJECTION TO 

CLAIM NO. 89 OF TOR CONSTRUCTION CO., INC. 

 This matter having been considered without hearing upon the objection (ECF No. ___) 

(the “Objection”) of the Reorganized Debtors to Claim No. 89 of TOR Construction Co., Inc., and 

the objector by submitting this form of order having represented that the Objection was served on 

the parties listed below, that the 30-day response time provided by Local Rule 3007-1(D) has 

 

1 The Reorganized Debtors in these cases and the last four digits of each Reorganized 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 Reorganized Debtors is 175 

South West 7th Street, Suite 1108, Miami, Florida 33130. 

Case 20-14695-LMI Doc 1053 Filed 04/13/21 Page 11 of 12
09923-00001/12642740.1 2 

expired, that no one listed below has filed, or served on the objector, a response to the Objection, 

and that the relief to be granted in this Order is the identical relief requested in the Objection, and 

this Court having considered the bases for the Objection to the Claim, it is 

 ORDERED that the Reorganized Debtors’ Objection to the following claim is sustained as 

set forth herein: 

1. Claim No. 89 of TOR Construction is reclassified from a secured to general 

unsecured claim in its entirety for the reasons set forth in the Objection; and 

2. The Clerk of the Court and the Debtors’ claims agent are authorized and directed 

to update the claims register maintained in these chapter 11 cases to reflect the relief granted in 

this Order. 

# # # 

Submitted By: 

Jeffrey P. Bast 

Bast Amron LLP 

One Southwest Third Avenue 

Suite 1400 

Miami, Florida 33131 

Telephone: 305-379-7904 

Email: jbast@bastamron.com 

-andPatricia B. Tomasco 

Quinn Emanuel Urquhart & Sullivan, LLP 

711 Louisiana, Suite 500 

Houston, Texas 77002 

Telephone: 713-221-7100 

Email: pattytomasco@quinnemanuel.com 

Copies to: 

Attorney Patty Tomasco, who shall serve a copy of this order on all interested parties and file a 

certificate of service reflecting same.

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