UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

 

CINEMEX HOLDINGS USA, 

INC., 

 Case No. 20-14696-LMI 

 (Formerly Jointly Administered Under 

Reorganized Debtor. Lead Case: Cinemex USA Real Estate 

Holdings, Inc., Case No. 20-14695-

LMI) 

___________________________ / 

OBJECTION TO CLAIM NOS. 26 AND 36 OF USEF HCG FENTON LLC 

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, 301 N. Miami Avenue, Suite 150, 

Miami, Florida 33128. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 1 of 21
09923-00001/12785886.2 2 

 Cinemex Holdings USA, Inc. (“Reorganized Debtor”)1

, 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 objects to Claim No. 26 in the amount of $3,835,858.81 filed by USEF HCG Fenton LLC 

(“Fenton”) in Case No. 20-14696 and Claim No. 36 in the amount of $3,835,858.81 filed by 

Fenton in Case No. 20-14699 and states as follows: 

I. RELIEF REQUESTED 

1. The Reorganized Debtor requests 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, (1) reclassifying Claim No. 

36 of Fenton in Case No. 20-14699 from priority to general unsecured; (2) disallowing the 

administrative expense part of Claim No. 36 of Fenton in Case No. 20-14699; (3) disallowing 

and expunging Claim No. 26 of Fenton in Case No. 20-14696, for which the Reorganized Debtor 

is not liable under the Order Confirming Third Amended Chapter 11 Plan (Case No. 20-14695, 

ECF No. 936) (the “Guaranty Claim”); or, in the alternative, (4) disallowing the Guaranty Claim 

as duplicative and reducing Claim No. 36 in Case No. 20-14699. 

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 

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

the Debtors’ plan of reorganization (Case No. 20-14695, ECF No. 936) (the “Confirmation 

 

1

 Case formerly jointly administered under lead case Cinemex USA Real Estate Holdings, Inc., Case No. 20-

14695. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 2 of 21
09923-00001/12785886.2 3 

Order”) and (ii) the confirmed plan of reorganization (Case No. 20-14695, 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 Holdings USA, Inc. and Cinemex USA Real Estate 

Holdings, Inc. filed for bankruptcy under chapter 11 of title 11 of the Bankruptcy Code in this 

Court. On April 26, 2020, CB Theater Experience LLC also filed for bankruptcy under chapter 

11 in this Court (together with April 25, 2020, the “Petition Dates”). 

6. The bankruptcy cases were jointly administered under the lead case Cinemex 

USA Real Estate Holdings, Inc., Case No. 20-14695-LMI. 

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

8. The Debtors were authorized to continue to operate their businesses and manage 

their properties as debtors-in-possession. No examiner or trustee was appointed in the Chapter 

11 Cases. 

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

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

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

10. On August 19, 2020, the Debtors filed Motion to Reject Additional Unexpired 

Lease as of August 19, 2020 (Case No. 20-1495, ECF No. 490), in which they sought entry of an 

order approving the rejection of the lease entered into between Debtor CB Theater as tenant and 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 3 of 21
09923-00001/12785886.2 4 

USEF HCG Fenton, LLC as lessor (the “Fenton Lease”), and where Debtor Cinemex USA 

Holdings executed a guaranty of the Fenton Lease. 

11. On September 14, 2020, the Court issued an order fixing a bar date for filing 

applications to allow administrative expense claims as September 25, 2020. See Case No. 20-

14695, ECF No. 540. 

12. On October 21, 2020, the Court entered an order approving the Debtors’ rejection 

of the Fenton Lease effective as of August 19, 2020. See Case No. 20-14695, ECF No. 751. 

13. On November 18, 2020, Fenton filed a Limited Objection to the Amended Joint 

Prearranged Chapter 11 Plan of Reorganization. See Case No. 20-14695, ECF No. 881. 

14. On November 25, 2020, the Court entered the Confirmation Order (Case No. 20-

14695, ECF No. 936). 

15. Pursuant to the Confirmation Order (at Paragraph 132), the Reorganized Debtors2

have the sole authority to bring objections to priority 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 priority claims. See Case No. 20-14695, ECF No. 936 at ⁋ 132. 

16. Further pursuant to the Confirmation Order (at Paragraph 111), the bar date for 

filing applications to allow administrative expense claims was set as thirty days following the 

Effective Date. See Case No. 20-14695, ECF No. 936 at ⁋ 111. 

17. On December 18, 2020, the Reorganized Debtors filed Notice of Effective Date 

and setting the administrative expense claim bar date pursuant to the Confirmation Order as 

January 18, 2021 (Case No. 20-14695, ECF No. 973). 

 

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.” 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 4 of 21
09923-00001/12785886.2 5 

18. On April 22, 2021, the Court entered the Final Decrees in the bankruptcy cases of 

(i) CB Theater Experience LLC, Case No. 20-14699 (ECF No. 29) and (ii) Cinemex USA Real 

Estate Holdings, Inc., Case No. 20-14695 (ECF No. 1065) (collectively, the “Closed Cases”) and 

closed the Closed Cases. 

19. On April 27, 2021, the Court ordered that all outstanding matters should 

henceforth be docketed in the remaining open bankruptcy case, Cinemex Holdings USA, Inc., 

Case No. 20-14696. See Case No. 20-14695, ECF No. 1071. 

20. On June 1, 2021, the Court entered an Order Extending Claims Objection 

Deadline for another one hundred eighty days through and including the later of: (a) December 

13, 2021, or (b) one hundred eighty days following the date that a proof of Claim is filed or 

amended. See ECF No. 165. 

B. The Asserted Priority Claim 

21. On July 3, 2020, Fenton filed Claim No. 36 in Case No. 20-14699 alleging an 

unliquidated general unsecured claim against Debtor CB Theater Experience LLC. 

22. The basis of the claim was stated as: “Unpaid rent and related charges due 

pursuant to lease for premises located in Cary, North Carolina.” 

23. On October 21, 2020, the Court entered an order approving the Debtors’ rejection 

of the Fenton Lease effective as of August 19, 2020. See Case No. 20-14695, ECF No. 751. 

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

not to assume unexpired leases that were previously rejected. 

25. 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 

(Case No. 20-14695, ECF No. 885). The Assumption List does not include the Fenton Lease. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 5 of 21
09923-00001/12785886.2 6 

26. On November 20, 2020, Fenton amended Claim No. 36 in Case No. 20-14699, 

alleging a $3,835,858.81 claim against Debtor CB Theater Experience LLC, of which it alleged 

$106,262.00 as priority claim (“Asserted Priority Claim”). 

27. The asserted basis for priority are Bankruptcy Code sections 507(a)(2)/503(b)(1), 

“Other.” Contrary to the instructions on the Official Form 410, Proof of Claim, Fenton did not 

specify a subsection of Bankruptcy Code section 503(b)(1) under which it was asserting 

administrative expense priority for its claim. 

28. The basis of the claim is stated as “Unpaid rent and related charges and rejection 

damages due pursuant to lease for premises located in Cary, North Carolina.” 

29. The chart and spreadsheet attached to the Amended Proof of Claim No. 36 allege 

$106,262.00 in administrative expense consisting of post-petition expenses related to CineBistro, 

which are detailed as fees by various service providers, including $18,000.00 in legal fees. 

30. Fenton did not file a request for payment of an administrative expense as required 

by Bankruptcy Code section 503 and as directed by the Official Form 410, Proof of Claim. 

Moreover, Fenton did not file a request for payment of an administrative expense either by the 

interim or the final administrative expense claim bar date ordered by the Court and noticed 

during bankruptcy proceedings. 

C. The Guaranty Claim 

31. On July 3, 2020, Fenton filed Claim No. 26 in Case No. 20-14696, alleging an 

unliquidated general unsecured claim against Debtor Cinemex Holdings USA, Inc. 

32. The basis of the claim was stated as “Guarantee of payment for unpaid rent and 

related charges due under lease for premises located in Cary, North Carolina (Guaranty dated 

7/31/2019).” 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 6 of 21
09923-00001/12785886.2 7 

33. On October 21, 2020, the Court entered an order approving the Debtors’ rejection 

of the Fenton Lease effective as of August 19, 2020. See Case No. 20-14695, ECF No. 751. 

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

not to assume unexpired leases that were previously rejected. 

35. On November 19, 2019, the Debtors filed the Assumption List as Exhibit B to the 

Plan Supplement for the Plan (Case No. 20-14695, ECF No. 885). The Assumption List does not 

include the Fenton Lease. 

36. On November 20, 2020, Fenton amended Claim No. 26 in Case No. 20-14696, 

alleging a $3,835,858.81 claim against Debtor Cinemex Holdings USA, Inc., of which it alleged 

$106,262.00 as priority claim. 

37. The asserted basis for priority are Bankruptcy Code sections 507(a)(2)/503(b)(1), 

“Other.” Contrary to the instructions on the Official Form 410, Proof of Claim, Fenton did not 

specify a subsection of Bankruptcy Code section 503(b)(1) under which it was asserting 

administrative expense priority for its claim. 

38. The basis of the claim is stated as “Guarantee of payment for unpaid rent and 

related charges and rejection damages due under lease for premises located in Cary, North 

Carolina (Guaranty dated 7/31/2019).” 

39. The chart and spreadsheet attached to the Amended Proof of Claim No. 26 allege 

$106,262.00 in administrative expense consisting of post-petition expenses related to CineBistro, 

which are detailed as fees by various service providers, including $18,000.00 in legal fees. 

40. Fenton did not file a request for payment of an administrative expense as required 

by Bankruptcy Code section 503 and as directed by the Official Form 410, Proof of Claim. 

Moreover, Fenton did not file a request for payment of an administrative expense either by the 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 7 of 21
09923-00001/12785886.2 8 

interim or the final administrative expense claim bar date ordered by the Court and noticed 

during bankruptcy proceedings. 

IV. OBJECTION 

41. By this Objection, the Reorganized Debtor seeks to (1) reclassify Claim No. 36 of 

Fenton in Case No. 20-14699 from priority to general unsecured; (2) disallow the administrative 

expense part of Claim No. 36 of Fenton in Case No. 20-14699; (3) disallow and expunge the 

Guaranty Claim as violating administrative consolidation provisions of the Confirmation Order; 

or, in the alternative, (4) disallow the Guaranty Claim as duplicative and reducing Claim No. 36 

in Case No. 20-14699. Specifically, Claim No. 36 in Case No. 20-14699 should be reclassified to 

general unsecured and the administrative expense part of the Claim should be disallowed 

because Fenton did not file a request for payment of administrative expense as required by 

Bankruptcy Code section 503 and Court orders, including the Confirmation Order. The 

Guaranty Claim should be disallowed pursuant to the Confirmation Order that provided for 

administrative consolidation, and because the Guaranty Claim is entirely duplicative of Claim 

No. 36. 

42. 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. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 8 of 21
09923-00001/12785886.2 9 

A. Asserted Priority Claim should be disallowed 

43. A party asserting that its claim has priority status has the burden of proving that 

the claim falls within one of the statutory priorities. In re Bradford, 534 B.R. 839, 842 (Bankr. 

M.D. Ga. 2015); In re Shelbayah, 165 B.R. 332, 337 (Bankr. N.D. Ga. 1994); In re W. Wayne 

Transp., Inc., 2001 WL 1699665, at *3 (Bankr. M.D.N.C. Oct. 5, 2001). 

44. The Asserted Priority Claim seeks priority treatment of claims for “other” 

administrative expenses, with the proof of claim checking a box for priority status under 

Bankruptcy Code sections 507(a)(2)/503(b)(1), “Other.” Contrary to the instructions on the 

Official Form 410, Proof of Claim, Fenton did not specify a subsection of Bankruptcy Code 

section 503(b)(1) under which it was asserting administrative expense priority for its claim. 

45. Fenton did not file a request for payment of an administrative expense as required 

by Bankruptcy Code section 503 and as directed by the Official Form 410, Proof of Claim. 

46. Official Form 410 states at the very top, “Do not use this form to make a request 

for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.” 

Yet despite this instruction, Fenton purports to seek post-petition expenses and administrative 

priority for a rejected lease where such request was never filed. For purposes of this Objection, 

any request for administrative expense via a proof of claim form should be stricken as 

procedurally improper. A proof of claim is self-limited to pre-petition claims. In re Wetdog, 

LLC, No. 13-40601-EJC, 2015 WL 4887418, at *14 (Bankr. S.D. Ga. Aug. 14, 2015); In re Taco 

Bueno Restaurants, Inc., 606 B.R. 289, 299–300 (Bankr. N.D. Tex. 2019), citing NL Industries, 

Inc. v. GHR Energy Corp., 940 F.2d 957, 966 (5th Cir. 1991) and In re Jack Kline Co., 440 B.R. 

712, 734–735 (Bankr. S.D. Tex. 2010). 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 9 of 21
09923-00001/12785886.2 10 

47. Moreover, Fenton did not file a request for payment of an administrative expense 

by the interim administrative expense claim bar date, September 25, 2020, as noticed during 

bankruptcy proceedings. See Case No. 20-14695, ECF No. 540. 

48. The Court order fixing a September 25, 2020 bar date for filing applications to 

allow administrative expense claims (Case No. 20-14695, ECF No. 540 at 3) contains the 

following admonishment: 

it is further ORDERED that any holder of a potential Administrative Claim that 

fails to file a request for allowance by the Administrative Claims Bar Date: (i) 

will be forever barred and estopped from asserting its Administrative Claim(s) 

against the Debtors and/or their estates; and (ii) will not be permitted to receive 

payment from the Debtors’ estates or distribution under any plan of 

reorganization on account of such claim(s); 

49. The Notice of Deadline for Filing Proofs of Claim Asserting Administrative 

Expense Claims contains an exemption from the requirement to file administrative expense 

payment requests for post-petition rent owed under unexpired leases. See Case No. 20-14695, 

ECF No. 543 at 23. However, this exemption is inapplicable to Fenton, because Fenton’s 

administrative expenses are specified not as rent but as expenses consisting of various service 

provider fees, including legal fees. The Notice provides (Case No. 20-14695, ECF No. 543 at 

23): 

The following holders need not file a request for allowance of their asserted 

administrative claims by September 15, 2020: (i) counterparties to unexpired 

leases of nonresidential real property and whose claim is for rent owed under 

those leases that first arose after the Petition Dates; and (ii) any persons who are 

professional advisors (i.e., attorneys, financial advisors, accountants, claims 

agents) retained by the Debtors or the Official Committee of Unsecured Creditors 

under sections 327, 328, 363, or 1103 of the Bankruptcy Code and whose claim is 

for services rendered and/or reimbursement of expenses incurred in these chapter 

11 cases. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 10 of 21
09923-00001/12785886.2 11 

50. In spite of being on notice, Fenton did not meet the interim bar date for filing 

applications to allow administrative expense claims and its administrative expense claim should 

be disallowed. 

51. Furthermore, Fenton did not file a request for payment of an administrative 

expense by the final administrative expense claim bar date of January 18, 2021 provided for by 

the Plan and the Confirmation Order and separately noticed during bankruptcy proceedings. 

52. The Confirmation Order specifies at paragraph 111 (Case No. 20-14695, ECF No. 

936 at 48‒49): 

Holders of General Administrative Claims that are required to, but do not, File 

and serve a request for payment of such General Administrative Claims against 

the Debtors by the Administrative Claims Bar Date shall be forever barred, 

estopped, and enjoined from asserting such General Administrative Claims 

against the Debtors, the Reorganized Debtors, or their respective property, and 

such General Administrative Claims will be deemed forever discharged and 

released as of the Effective Date. 

53. “General Administrative Claim” is defined in the Plan as any administrative 

claim, other than a Professional Fee Claim. See Case No. 20-14695, ECF No. 936 at ⁋ 67. 

54. The Notice of (I) Effective Date of Debtor’s Third Amended Joint Chapter 11 

Plan of Reorganization and (II) Bar Dates for Certain Claims contains the following warning 

(Case No. 20-14695, ECF No. 973 at 2): 

THE FAILURE TO TIMELY FILE SUCH A GENERAL ADMINISTRATIVE 

CLAIM ACCRUING BETWEEN THE PETITION DATE AND THE 

EFFECTIVE DATE AS REQUIRED SHALL BAR THE GENERAL 

ADMINISTRATIVE CLAIM FROM BEING PAID. Nothing in the Plan, 

Confirmation Order, or this notice extends or modifies any previously applicable 

Bar Date. 

55. By not filing a request for payment of administrative expenses by the January 18, 

2021 deadline, in spite of ample notice in the Plan, the Confirmation Order, and the Notice of 

Effective Date, Fenton caused its administrative expense claim to be discharged. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 11 of 21
09923-00001/12785886.2 12 

56. Accordingly, the Reorganized Debtor submits that the Asserted Priority Claim 

should be reclassified as general unsecured claim as it does not meet the Bankruptcy Code 

section 503 requirement of filing a request for payment of an administrative expense and as 

additionally specified in the Confirmation Order and the Plan, and that the asserted 

administrative expense claim should be disallowed. 

B. The Guaranty Claim should be disallowed 

57. The stated basis of Fenton’s Claim No. 26 in Case No. 20-14696 in the amount of 

$3,835,858.81 asserted against Debtor Cinemex Holdings USA, Inc., of which $106,262.00 was 

alleged as priority claim, is “Guarantee of payment for unpaid rent and related charges and 

rejection damages due under lease for premises located in Cary, North Carolina (Guaranty dated 

7/31/2019).” 

58. The Confirmation Order implements administrative consolidation and disallows 

enforcement of guaranties among the Debtors for the purposes of creditors’ claims. See Article 

IV.C, Administrative Consolidation for Distribution Purposes Only: 

On the Effective Date, and solely for administrative purposes to facilitate 

distributions: (1) all GUC Claims against each of the Debtors shall be deemed 

merged or treated as liabilities of the GUC Claims Trust to the extent Allowed; 

(2) all GUC Claim guaranties by a Debtor of the obligations of any other Debtor 

shall be deemed eliminated and extinguished so that any GUC Claim against any 

Debtor and any guarantee thereof executed by any Debtor and any joint or several 

GUC Claim against any of the Debtors shall be deemed to be one obligation of 

the GUC Claims Trust; (3) each and every GUC Claim filed in any of the Chapter 

11 Cases shall be treated as filed against the consolidated Debtors and shall be 

treated as one GUC Claim against and obligation of the GUC Claims Trust. 

59. The carve out for setoff or recoupment preserved for Fenton under the 

Confirmation Order at Paragraph 159 (Case No. 20-14695, ECF No. 936) is not applicable to 

Fenton’s guaranty claim. The carve out only applies to: 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 12 of 21
09923-00001/12785886.2 13 

the rights, if any, of any holder of Claims or any current or former party to an 

Executory Contract or Unexpired Lease, to assert any right of setoff or 

recoupment that such party may have under applicable bankruptcy or nonbankruptcy law, including, but not limited to, (i) the ability, if any, of such parties 

to setoff or recoup a security deposit held pursuant to the terms of their unexpired 

lease(s) with the Debtors, or any successors to the Debtors, under the Plan; (ii) 

assertion of rights of setoff or recoupment, if any, in connection with Claims 

reconciliation; or (iii) assertion of setoff or recoupment as a defense, if any, to any 

claim or action by the Debtors or any successors of the Debtors. 

60. By this Objection, the Reorganized Debtor seeks to disallow and expunge the 

Guaranty Claim as prohibited by the Confirmation Order. 

61. In any event, the Guaranty Claim should be disallowed as it is duplicative of 

Claim No. 36. Both Claims seek damages for alleged breach of the Fenton Lease covering the 

same period of time. Moreover, they both seek identical damages for post-petition attorneys’ 

fees and other expenses allegedly owed in connection with the Reorganized Debtor’s rejection of 

the Fenton Lease. The only difference between the Claims is that Claim No. 36 is filed against 

the tenant, CB Theater Experience LLC, while the Guaranty Claim is filed against Cinemex 

Holdings USA, Inc., as the guarantor. However, the Claims are for the same alleged underlying 

breach, and one claim does not allege different conduct by one of the Debtors as opposed to 

another one in connection therewith. 

62. The failure to disallow the Guaranty Claim as duplicative would result in a 

windfall against the Reorganized Debtor’s estate, to the detriment of other similarly situated 

creditors. Moreover, elimination of the Guaranty Claim will enable the Reorganized Debtor and 

the GUC Claims Trust to maintain a more accurate claims register. As such, the Court should 

disallow the Guaranty Claim as duplicative. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 13 of 21
09923-00001/12785886.2 14 

V. RESERVATION OF RIGHTS 

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

prejudice to the rights of the Reorganized Debtor or any other party in interest to object to any 

claim on any grounds whatsoever, and the Reorganized Debtor expressly reserves all further 

substantive or procedural objections they may have. The Reorganized Debtor expressly reserves 

the right to further amend, modify, or supplement this Objection and to file additional 

substantive or non-substantive objections to the Asserted Priority Claim and Guaranty Claim. 

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

Reorganized Debtor reserves the right to object to the Asserted Priority Claim and the Guaranty 

Claim on any other applicable ground. The Reorganized Debtor also expressly reserves the right 

to raise further objections, including objections under Section 502(d) of the Bankruptcy Code. 

64. 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 

Reorganized 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

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

the United States Trustee for the Southern District of Florida; (b) the entities filing the Asserted 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 14 of 21
09923-00001/12785886.2 15 

Priority Claims and their counsel, if any; and (c) any party that has requested notice pursuant to 

Bankruptcy Rule 2002. The 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 Debtor respectfully requests entry of an Order 

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

reclassifying from priority to general unsecured Claim No. 36 of Fenton filed in Case No. 20-

14699; (c) disallowing the administrative expense claim part of Claim No. 36 of Fenton filed in 

Case No. 20-14699; (d) disallowing and expunging Claim No. 26 of Fenton in Case No. 20-

14696; or, in the alternative, (e) disallowing the Guaranty Claim as duplicative and reducing 

Claim No. 36 in Case No. 20-14699; and (f) granting any and further relief as the Court deems 

just and proper. 

 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 15 of 21
09923-00001/12785886.2 16 

 Respectfully submitted this 23rd day of June, 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- 

 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 16 of 21
09923-00001/12785886.2 17 

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 HOLDINGS 

USA, INC. 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 17 of 21
Exhibit A 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 18 of 21
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

 

CINEMEX HOLDINGS USA, 

INC., 

 Case No. 20-14696-LMI 

 (Formerly Jointly Administered Under 

Reorganized Debtor. Lead Case: Cinemex USA Real Estate 

Holdings, Inc., Case No. 20-14695-

LMI) 

___________________________ / 

ORDER SUSTAINING REORGANIZED DEBTOR’S OBJECTION TO CLAIM 

NOS. 26 AND 36 OF USEF HCG FENTON LLC 

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

“Objection”) of the Reorganized Debtor to Claim No. 26 of USEF HCG Fenton LLC filed in Case 

No. 20-14696 and Claim No. 36 of USEF HCG Fenton LLC filed in Case No. 20-14699, 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 expired, 

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

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 19 of 21
 2 

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 Debtor’s Objection to the following claim is sustained as 

set forth herein: 

1. Claim No. 26 of USEF HCG Fenton LLC filed in Case No. 20-14696 is disallowed 

in its entirety for the reasons set forth in the Objection; 

2. The administrative expense part of Claim No. 36 of USEF HCG Fenton LLC filed 

in Case No. 20-14699 is disallowed for the reasons set forth in the Objection; 

3. The remaining part of Claim No. 36 of USEF HCG Fenton LLC filed in Case No. 

20-14699 is reclassified from a priority to general unsecured claim for the reasons set forth in the 

Objection; and 

4. The Clerk of the Court and the Reorganized Debtor’s claims agent are authorized 

and directed to update the claims register maintained in this chapter 11 case 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 

-and- 

 

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 20 of 21
 3 

Patricia 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.

Case 20-14696-LMI Doc 179 Filed 06/23/21 Page 21 of 21