HONOR CERTAIN PREPETITION CUSTOMER PROGRAMS IN THE...

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: Chapter 11

iPic-Gold Class Entertainment, LLC, et al.,l Case No. 19-11739 (LSS)

Debtors. ~ (Jointly Administered)

Re: Docket No. 9, 72

Objection Deadline: September 4, 2019 at 4:00 p.m. (ET)Hearing Date: September 11, 2019 at 11.:00 a.m. (ET)

NOTICE OF ENTRY OF INTERIM ORDER (I) AUTHORIZING DEBTORS TOHONOR CERTAIN PREPETITION CUSTOMER PROGRAMS IN THE ORDINARYCOURSE OF BUSINESS; AND (II) GRANTING CERTAIN BELATED RELIEF

TO: (a) the Office of the U.S. Trustee for the District of Delaware; (b) counsel for theLenders; (c) the Debtors' thirty largest unsecured creditors on a consolidated basis; and(d) any party that has requested notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on August 5, 2019, the above-captioned debtors

and debtors in possession (collectively, the "Debtors") each filed a voluntary petition for relief

under chapter 11 of title 11 of the United States Code with the Clerk of the United States

Bankruptcy Court for the District of Delaware (the "Bankruptcy")

PLEASE TAKE FURTHER NOTICE that on August 5, 2019, the Debtors filed

the Motion of Debtors fog Entry of an O~de~ (I) Authorizing Debtors to Honor Certain

Prepetition CustomeN Programs in the OrdinaNy CouNse of Business; and (II) GNanting Certain

Related Relief (the "Motion") [Docket No. 9] with the Bankruptcy Court. A copy of the Motion

is attached hereto as Exhibit 1.

' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identificationnumber, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GoldClass Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

DOCS DE:224894.1 39566/002

Case 19-11739-LSS Doc 79 Filed 08/08/19 of 3

PLEASE TAKE FURTHER NOTICE that the Debtors presented certain first-

day motions at a hearing before the Honorable Laurie Selber Silverstein- at the Bankruptcy Court

on August 6, 2019. The Bankruptcy Court granted interim relief on the Motion and entered the

Interim ONdeN (I) Authorizing DebtoNs to Honor Certain P~epetition CustoTne~ Programs in the

Ordinary Couy~se of Business; and (II) Granting Ce~tazn Related Relief (the "Interim Order")

[Docket No. 72], attached hereto as Exhibit 2.

PLEASE TAKE FURTHER NOTICE that any response or objection to the

entry of a final order with respect to the relief sought in the Motion must be filed with the

Bankruptcy Court on or before September 4, 2019 at 4:00 p.m. (E~stern time).

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) the Debtors, iPic-Gold Class Entertainment,

LLC, 433 Plaza Real, Suite 335, Boca Raton, FL 33432-3945, Attn: Hamid Hashemi and Paul

Safran, Esq.; (ii) proposed counsel for the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 N.

Market Street, 17th Floor, Wilmington, DE 19801, Attn: Peter J. Keane, Esq.

([email protected]) and Pachulski Stang Ziehl &Jones LLP, 10100 Santa Monica Blvd.,

13th Floor, Los Angeles, CA 90067, Attn: Jeffrey N. Pomerantz, Esq.

([email protected]); (iii) counsel to the committee of unsecured creditors (if any); (iv)

counsel for the Debtors' prepetition and postpetition secured lenders, Burr &Forman LLP, 420

North 20th Street, Suite 3400, Birmingham, Alabama 35203, Attn: Derek F. Meek, Esq.

([email protected]); (v) the Office of the United States Trustee, 844 King Street, Suite 2207,

Lockbox 35, Wilmington, Delaware 19801, Attn: Benjamin A. Hackman, Esq.

([email protected]); and (vi) any other party that has filed a request for notices

with the Court.

2DOCS DE:224894.1 39566/002


PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND 1N

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE FINAL RELIEF

REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE FINAL RELIEF SOUGHT 1N THE MOTION WILL BE HELD ON SEPTEMBER 11,

20i~ ~'I' li:fl~i a.IY~. (EAS'TERI~'I'Ili~iE) FEFORE THE HGNOI~ABLE LAUtZIE SELBER

SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH

MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE

19801.

Dated: August 8, 2019 PACHULSKI STANG ZIEHL &JONES LLP

/s/ PeteN J. KeaneJeffrey N. Pomerantz (CA Bar No. 143717)Debra I. Grassgreen (CA Bar No. 169978)Peter J. Keane (DE Bar No. 5503)919 N. Market Street, 17t" FloorP.O. Box 8705Wilmington, DE 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]

dgrassgreen@pszj law.compkeane@pszj law.com

Proposed Attorneys for Debtors and Debtors inPossession

3ROCS DE224894.1 39566/002


Exhibit 1

DOCS DE224894.1 39566/002

Case 19-11739-LSS Doc 79-1 Filed 08/08/19 Page 1 of 16

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF D~LA~~~RE

In re: Chapter 11

iPic-Gold Class Entertainment LLC, et c~l.,~ Case No. 19-11739 (~

Debtor's. ~ (Joint Administration Requested)

MOTION OF DEBTORS FOR ENTRY OF ~NORDER (I) AUTHORIZING DEBTORS TO HONOR CERTAINPREPETITION CUSTO1~~i~R PROGR~lI!'IS IN T IE ORDINARY

COURSE OF BUSINESS; AND (II) GRANTING CERTAIN RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the

"Debtors" or "Company") request the entry of an order, substantially in the form attached hereto

as Exhibit A (the "Proposed Order"), pursuant to sections 105(a), 363, 1107(a) and 1108 of title

11 of the United States Code (the ̀ Banlcruptc_~"), (i) authorizing the Debtors to honor

prepetition customer programs in the ordinary course of business; and (ii) granting certain related

relief. In support of this Motion, the Debtors respectfully represent as follows:

Jurisdiction and Venue

This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334 and the Amei~clecl Sta~zdiiig Order of Reference from the United States District Court

for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within

the meaning of 28 U.S.C. § 157(b)(2), and the Debtor's confirm their consent pursuant to Local

Rule 9013-1(fl to the entry of a final order by the Court in connection with this Motion to the

The Debtors in these chapter 11 cases, along with the last fotn- digits of each Debtors federal tax identificationn~nnber, as applicable, are: iPic Entertai~ui~ent Inc. (9582); iPic-Gold Class Lntertai»~nent, I,LC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (Ol 50); iPic Texas, LLC (N/A); and Delay I3eac1~ I3oldings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Rato», FL 33432.

DOCS_S1~:1014722 39566/001

(} ~' ~~


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.

The statutory bases for the relief requested herein are sections 105(a),

363(b), 507(a)(7), 541, 1107(a), and 1108 of the Bankruptcy Code, Rules 6003 and 6004 of the

Federal Rules of Banlu-uptcy Procedure (the ̀ Bankruptcy"), and Rule 9013-1(m) of the

Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the

District of Delaware (the "Local Rules")

Bacic~round

4. On the date hereof (the "Petition Date"), the Debtors commenced these

cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The

Debtors have continued in the possession of their property and have continued to operate and

manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code. No trustee, examiner, or committee has been appointed in these chapter 11

cases.

A more detailed description of the business and operations of the Debtors,

and the events leading to the commencement of these chapter 11 cases, is provided in the

Deciczi~crtio~z of David M. Baker i~~ S~tg~~ort of First Day Motions (the "First Day Declaration"),

filed concurrently herewith and incorporated herein by t-eference.2

'- Capitalized term used but not otherwise defined herein shall have the ~~~ea~lings ascribed to them in tl~e First DayDeclaratio».

2ROCS SF:1014722 39566/001


A. The Customer Pro~rams3

6. Prior to the Petition Date, and in the ordinary course of their business, the

Debtors engaged in a variety of marketing and sales practices designed to develop and sustain

positive reputations for the Debtors' products and services provided in their theaters and to

ensure customer satisfaction and loyalty (collectively, the "Customer Pro rg ams"). The goals of

the Customer Programs are to meet competitive pressures, ensure customer satisfaction, and

generate goodwill for the Debtors, thereby retaining current customers, attracting new customers,

and ultimately enhancing revenue and profitability. Each of the Customer Programs is discussed

in detail below.

Gift Card Pro~ram4

7. The Debtors employ a gift card program through which customers may

purchase apre-paid card up to a maximum amount of $500 to use as an alternative to cash for

purchases within the Debtors' theaters (the "Gift Cards"). A substantial portion of the Debtors'

revenue is derived from the sale of Gift Cards, which may be purchased online or directly at the

Debtors' theaters.

The Debtors recognize revenue when the Gift Cards are redeemed, rather

than at the time the Gift Cards are purchased. As of the Petition Date, approximately $1,970,000

worth of Gift Cards was outstanding. The Debtors seek authority, but not direction, to continue

3 Although the description of the Customer Programs set forth in this motion is intended to be com}~rehensive, the

Debtors inay have inadvertently anitted some of the Custoi~~er Programs. The Debtors request relief with respect to

all Customer Programs, regardless of whether any individ~ial program is specifically idenYif~ied herein.

The identity of a holder of any specific Gift Card is unknown u~~til the Gift Card is redeemed.

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to honor the Gift Cards in the ordinary course of business during the pendency of these chapter

11 cases, whether purchased before or- after' the Petition Date.

Membership Rewards

9. The Debtors offer customers membership rewards program whereby

members enjoy discounted tickets, invitations to early screenings and priority access to new

releases (the "Rewards Pro~r~"). The Rewards Program consist of different levels, including

silver, gold and platinum tiers. The Rewards Program also offer customers discounts on food

and beverage purchases, VIP events, live events and shows, private dining, food and wine

tastings, as well as free tickets to movies. Members also earn points from purchases which can

be redeemed for qualifying purchases. The Debtors seek authority to honor prepetition

obligations with respect to the Rewards Program and to continue this program in the ordinary

course of business in the Debtors' discretion.

Employee Discounts

10. The Debtors offer Employees discounts for purchases made at the

Debtors' theaters (the "Employee Discounts"). The Debtors believe the Employee Discounts

generate Employee loyalty and good will, in addition to increased sales. Accordingly, the

Debtors seek authorization, but not direction, to continue to honor the Employee Discounts in the

ordinary course of business and in the Debtors' discretion.

Relief Requested

1 L By this Motion, the Debtors respectfully request that the Court enter an

order, substantially in the form of the Proposed Order, authar-izing, but not dii-ecti~zg, tl~e

4DOGS 51=:101472? 39566/001


Debtors, in their business judgment, to (i) perform certain prepetition obligations relating to the

Customer Programs, as they deem advisable; and (ii) continue, renew, replace, modify and/or

terminate Customer Programs as they see fit, in the ordinary course of business and without

further application to this Court. Nothing in this Motion shall be deemed to be an assumption of

any such policy, program or agreement.

Basis for Relief Requested

A. Request for Authority to Honor Customer Programs

12. Section 105(a) of the Bankruptcy Code, which codifies the equitable

powers of bankruptcy courts, authorizes the Court to "issue any order, process, or judgment that

is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]." 11 U.S.C.

§ 105(a); see also Schwartz v. Aquatic Dev. Group, Inc. (I~z re Aquatic Dev. Group, Inc.), 352

F.3d 671, 680 (2d Cir. 2003) (stating that "it is axiomatic that bankruptcy courts are ̀ courts of

equity, empowered to invoke equitable principles to achieve fairness and justice"') (citation

omitted).

13. It is well established under the "doctrine of necessity" that bankruptcy

courts have the equitable power to authorize the payment of prepetition claims where such

payments are necessary to preserve the value of a debtor's business. See, e.g., Milteizbe~~ger v.

Logcii~sport, Ci~c~wforclsville aizcl Southwestern Ry. Co., 106 U.S. 286, 311 (1882) (holding that

"[m]any circumstances may exist which may make it necessary and indispensable to ...the

preservation of the property, for the receiver to pay preexisting debts of certain classes, out of the

ea~-~ungs of the receivership ...."); see also Iii i~e Coha~7~bica Gcas Syste~szs, 136 B.R. 930, 939

rocs sr: i o i ~~z.z ~~~se~,ioo i


(Bankr. D. Del. 1992) (citing In re Lehigh &New Eszglaizd Rwy Co., 657 F.2d 570, 581 (3rd Cir.

1981) (recognizing that. "if payment of a prepetition claim ̀ is essential to the continued operation

of [the Debtors], payment maybe authorized"'). As such, a bankruptcy court's use of its

equitable powers to "authorize the payment ofpre-petition debt when such payment is needed to

facilitate" the Debtor's chapter 11 strategy "is not a novel concept." bz re Ionosphere Clubs, Inc.,

98 B.R. 174, 175 (Bankr. S.DN.Y. 1989) (citing Miltenberger, 106 U.S. at 311).

14. The bankruptcy court's exercise of its authority under the "doctrine of

necessity" is appropriate to carry out specific statutory provisions of chapter 11, specifically

sections 1107(a), 1108 and 363 (b)(1) of the Bankruptcy Code, which collectively authorize a

debtor in possession to maintain and operate the debtor's business and use estate property outside

of the ordinary course of business. Indeed, a debtor in possession operating a business under

section 1108 of the Bankruptcy Code has a duty to protect and preserve the value of its business,

and prepetition claims maybe paid if necessary to perform the debtor's duty. See In re Mirant

Corp., 296 B.R. 427 (Bankr. N.D. Tex. 2003); hz re CoServ, L.L.C., 273 B.R. 487, 497 (Bankr.

N.D. Tex. 2002) (recognizing that "[t]here are occasions when this duty can only be fulfilled by

the preplan satisfaction of a prepetition claim")

15. In furtherance of these policies, courts in this District and elsewhere

regularly have authorized debtors to honor and pay obligations to customers arising prior to and

after the filing of a chapter 11 case in flee ordinary course of~business. See, e.g., In re J c4~ M

Sales hoc., 18-11801 (JTD) (Banla-. D. Del. Aug. 7, 2018); h~ re Irzre Religion Appcu~el, I~~c., et

al., 17-11460 (CSS) (Banlcr. D. Del. July 31, 2017); In re Vitcr»zi~~ World, hoc., et ctl., Case No.

6DOGS SF:101472.2 39566/001


17-1 l 933 (KJC) (Bankr. D. Del. Oct. 6, 2017) (authorizing the debtors to honor certain

prepetition obligations to customers and to continue customer programs); IJz re Eccsteriz

Outfitte~~s, LLC, et al., Case No. 17-10243 (Bankr. D. Del. Feb. 5, 2017) (same); In T~e TSA WD

Holdings, Inc., et ccl. (f/k/c~ Sports Authority Holdings, Inc.), Case Nn. 16-10527 (Banlcr. D. Del.

Mar. 2, 2016) (same); In re Three A's Holdings, L.L.C., et cal., Case No. 06-10886 (BLS) (Bankr.

D. Del. Aug. 22, 2006) (same); In re Zany Brainy, Inc. et al., Case No. O1-1749 (SLR) (Bankr.

D. Del. May 16, 2001) (same); In re Converse, Inc., Case No. 01-223 (SLR) (Bankr. D. Del. Jan.

22, 2001) (same); In re Just For Feet, Inc., Case No. 99-4110 (PJW) (Bankr. D. Del. Nov. 8,

1999) (same).

16. Moreover, to the extent that obligations under the Customer Programs

constitute claims arising from prepayments made prepetition ("Prepetition Prepayments"), many,

if not all, of such claims are entitled to priority under section 507(a)(7) of the Bankruptcy Code.S

Accordingly, the value of the Prepetition Prepayments currently held by the Debtors is value that

would not otherwise have been available for distribution to the Debtors' general unsecured

creditors in the absence of the relief sought herein. The Debtors believe the only outstanding

Prepetition Prepayments relate to uiu-edeemed Gift Cards and the Rewards Program. Honoring

such Prepetition Prepayments does not prejudice such creditors.

17. The success and viability of the Debtors' business is dependent upon the

loyalty and confidence of their customers. The continued support of this constituency is

Section 507(x)(7) of the Baula-uptcy Code entitles priority to the "allowed imsecw~ed claims of individuals .. .arisi~~g fi•om tl~e deposit, before the commencement of the case, of money in com~ection with the pw-chase, lease, or-rental of property ...for the personal, family, or household use of s~ich individuals, that were not delivered orprovided." l l U.S.C. S 507(x)(7).

7rocs sr:~oia~2.2~~~s~~iooi


absolutely essential to the survival of the Debtors' business and the preservation of the value of

their estates. Customer relations, loyalty and support are extremely critical and value

maximizing. By contrast, the Debtors' determination to honor these prepetition obligations, in

their sole discretion, would require minimal expenditure of estate funds, assist the Debtors in

preserving key customer relationships, and enhance the Debtors' overall value. Accordingly, to

preserve the value of the estates, the Debtors request authorization, in the Debtors' sole

discretion, to continue honoring and/or paying all Customer Program obligations without

interruption or modification. In addition, to provide necessary assurances to the Debtors'

customers on agoing-forward basis, the Debtors request authority, in their discretion, to continue

honoring or paying all obligations to customers that arise from and after the Petition Date in the

ordinary course of the Debtors' business, as appropriate under the circumstances.

18. In light of the foregoing, the Debtors submit that honoring the Customer

Programs, as requested herein, is consistent with the Debtors' strategic plan for these chapter 11

cases, represents a sound and reasonable exercise of the Debtors' business judgment, and is in

the best interests of the Debtors' estates and creditors.

B. Request for Authority for Banks to Honor and PayChecks and Funds Transfers Related to Customer Obligations

19. To implement the relief requested herein, the Debtors further request that

all of their banks and other financial institutions (collectively, the ̀ Banks") be authorized to

receive, process, honor and pay all checks pt-esented for payment of, and to honor all funds-

transfer requests made by the Debtors relating to the Customer Programs, regardless of whether

such checks were presented or funds transfer requests were sub~l~itted prior to or after the

DOGS S7 :1014722 39~6GI001


Petition Date; provided however, that (i) funds are available in the Debtors' accounts to cover

such checks and funds transfers, and (ii) the Banks are authorized to rely on the Debtors'

designation of any particular check or funds transfer, as approved by the order granting the relief

sought herein.

20. Nothing contained herein is intended or- shall be construed as: (i) an

admission as to the validity of any claim against the Debtors; (ii) a waiver of the Debtors' rights

to dispute any claim on any grounds; (iii) a promise or obligation to pay any claim or return any

prepayment (including any Prepetition Prepayment); (iv) an implication or admission that any

particular claim would constitute a Customer Obligation; or (v) a request or authorization to

assume any agreement, contract or lease pursuant to section 365 of the Bankruptcy Code.

Satisfaction of Bankruptcy Rules 6003 and 6004

21. Pursuant to Bankruptcy Rule 6003(b), "a motion to pay all or part of a

claim that arose before the filing of the petition" shall not be granted by the Court within 21 days

of the Petition Date "[e]xcept to the extent that relief is necessary to avoid immediate and

irreparable harm ...." Fed. R. Banlcr. P. 6003(b). For the reasons described more fully above,

and as supported by the First Day Declaration, and to the extent that the relief requested herein

implicates Bankruptcy Rule 6003(b), the Debtor's submit that the requirements of Bankruptcy

Rule 6003 have been met and that the relief requested in this Motion is necessary to avoid

iTnmediate and irreparable harm.

22. Finally, to implement the foregoing successfully, the Debtors seek a

waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay of

9DQCS 51:101472? 39566/001


an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h), to the

extent these rules are applicable.

Notice

23. Notice of this Motion shall be given to the following parties or, in lieu

thereof, to their counsel, if known: (a) the, Office of the United States Trustee; (b) counsel for

Debtors' pre-petition and postpetition lenders; and (c) the Debtors' thirty largest unsecured

creditors on a consolidated basis. As the Motion is seeking "first day" relief, within two business

days after the hearing on the Motion, the Debtors will serve copies of the Motion and any order

entered respecting the Motion as required by Del. Banlcr. LR 9013-1(m). The Debtors submit

that, in light of the nature of the relief requested, no other or further notice need be given.

No Previous Request

24. No previous request for the relief sought herein has been made by the

Debtors to this or any other court.

10rocs sr: i v ~ a~?.? 3ys~~ioo i


WHEREFORE, the Debtors respectfully request entry of an order, substantially in

the form of the Proposed Order, granting the relief requested herein, and such other and further

relief as the Court may deem just and appropriate.

Dated: August 5, 2019 PACHULSKI STANG ZIEHL &JONES LLP

/s/Peter J. Keane

Jeffrey N. Pomerantz (CA Bar No. 143717)Debra I. Grassgreen (CA Bar No. 169978)Peter J. Keane (DE Bar No. 5503)919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]

dgras sgreen@pszj law. [email protected]

Proposed Attorneys for Debtors and Debtors inPossessio~z

ROCS SF:10147?? 3 95 66/00 1


EXHIBIT A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELI«'AIt~

In re: Chapter 11

iPic-Gold Class Entertainment LLC, et al.,l

Debtors.

Case No. 19-11739 (~

(Joint Administration Requested)

ORDER (I) AUTHORIZING DEBTORS TO HONOR CERTAINPREPETITION CUSTOMER PROGR~IYIS IN THE ORDINARY COURSEOF BUSINESS; ~~ND (II) GRANTING CERTAIN RELATED RELIEF

Upon consideration of the motion ("Motion")2 of the above-referenced debtors

and debtors in possession (collectively, the "Debtors") for entry of an order (i) authorizing the

Debtors to honor certain prepetition Customer Programs in the ordinary course of business; and

(ii) granting certain related relief; and the Court having reviewed the Motion and the First Day

Declaration; and the Court having found that (i) the Court has jurisdiction over this matter

pursuant to 28 U.S.C. §§ 157 and 1334; (ii) venue is proper in this district pursuant to 28 U.S.C.

§ 1408 and 1409; (iii) this is a core proceeding pursuant to 28 U.S.C. § 157(b); and (iv) notice of

the Motion having been sufficient under the circumstances; and a hearing or hearings having

been held to consider the relief requested in the Motion; and upon the record of such hearing or

hearings, and all of the proceedings had before the Court; and the Court having found and

determined that the relief sought in the Motion is in the best interests of the Debtors, their

estates, their creditors and all other parties-in-interest; and that the legal and factual bases set

The Debtors in these chapter 11 cases, along with tl~e last four digits of each Debtor's federal tax identificationnumber, as applicable, are: iPic Entertai»ment Inc. (9582); iPic-Gold Class Ei~tertainmenY, LLG (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of b~isiness is 433 Plaza Real, S~~ite 335, Boca Raton, FL 33432.

All capitalized terms used but not defined herei» shall have the meanings ascribed to them in the MoTio»

DOGS SF:1014722 39 66/001


forth in the Motion establish just cause for the relief granted herein; and upon the record herein

and after due deliberation and cause appearing therefor; it is hereby:

ORDERED, ADJUDGED, t'~ND DECREED THAT:

1. The Motion is GRANTED, as set forth herein.

2. The Debtors are authorized, but not directed, to continue, in their sole

discretion, the Customer Programs in the ordinary course of business. Specifically, the Debtors

are authorized, but not directed, in their discretion, to (a) honor prepetition obligations under the

Gift Cards, (b) honor prepetition obligations under the Rewards Program, (c) honor the

Employee Discounts, and (d) to continue their Customer Programs postpetition in their

discretion.

3. The Debtors are authorized, but not directed, to renew or modify their

Customer Programs in the ordinary course of business, without further order of the Court.

4. The Debtors are authorized to honor and pay, in their sole discretion, all

obligations related to the Customer Programs in the ordinary course of business including, but

not limited to, the satisfaction of pre~etition claims for customer Prepetition Prepayments.

The Banks are authorized, when requested by the Debtors in the Debtors'

sole discretion, to receive, process, honor and pay all checks presented for payment and to honor

all funds-transfer requests made by the Debtors, relating to claims paid pursuant to this Order,

regardless of whether such checks were presented or funds-transfer requests were submitted prior

to, on, or after the Petition Date.

DOGS 51:101472.2 39~66/001


6. Nothing in the Motion or this Order, nor the Debtors' payment or other

treatment of obligations pursuant to this Order, shall be deemed or construed as: (i) an admission

as to the validity of any claim against the Debtors; (ii) a waiver of the Debtors' rights to dispute

any claim on any grounds; (iii) a promise or obligation to pay any claim or return any

prepayment (including any Prepetition Prepayment); (iv) an implication or admission that any

particular claim constitutes a Customer Obligation; or (v) a request or authorization to assume

any agreement, contract or lease pursuant to section 365 of the Bankruptcy Code.

Notwithstanding the possible applicability of Bai~uptcy Rules 6003 and

6004, the terms and conditions of this Order shall be immediately effective and enforceable. The

requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the Motion or otherwise

deemed waived. To the extent the 14-day stay of Bankruptcy Rule 6004(h) may be construed to

apply to the subject matter of this Order, such stay is hereby waived.

Notice of the Motion as provided therein shall be deemed good and

sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a).

This Court shall retain jurisdiction over all matters arising from or relating

to the interpretation and irn~lementation of this Order.

Dated: _ 2U 19

UNITED STATES BANKRUPTCY JUDGE

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Exhibit 2

DOCS DE:224894.1 39566/002


Case 19-11739-LSS Doc 72 Filed 08/08/19 Page 1 of 4

IN THE UNITED STATES BANKRUPTCY COURTFUR THE DISTRICT OF DELAWARE

In re: Chapter 11

iPic-Gold Class entertainment LLC, et al.,'

Debtors.

Case No. 19-11739 (LSS)

(Jointly Administered)

INTLI2TM ORDER (I) AUTHORIZING DEBTORS TO HONOR CERTAINPREPETITION CUSTOMER PROGRAMS IN THE ORDINARY COURSE

Off' BUSINESS; ANll (II) GRANTING CERTAIN R~LAT~D RELIEF

Upon consideration of the motion ("Motion")2 of the above-referenced debtors

ai d debtors in possession (collectively, the "Debtors") for entry of an order (this "Interim

Order") (i) authorizing the Debtors to honor certain prepetition Customer Programs in the

ordinary course of business; and (ii) granting certain related relief; and the Court having

reviewed the Motion and the First Day Declaration; and the Cou~~t having found that (i) the Court

has jurisdiction over this matter• pursuant to 28 U.S.C. §§ 157 and 1334; (ii) venue is proper in

this district pursuant to 28 U.S.C. § 1408 acid 1409; (iii) this is a core p~~oceeding pursuant to 28

U.S.C. § 157(b); and (iv) notice of the Motion having been sufficient under the circumstances;

and a hearing or hearings having been held to consider the relief requested in the Motion; and

upon the record of such hearing or hearings, and all of the proceedings had before the Court; and

the Court having found and determined that the relief sought in the Motion is in the best interests

of the Debtors, their estates, their creditors and all oCh~r parties-in-interest; and that the legal and

' 'The Debtors in these chapter 11 cases, along with the last four digits of each Debto~•'s fedet•al tax idevti~cationnumber, as applicable, are: iPic Entei`tainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GolclClass Holdings LLC (6315); iPic Madia, LLC (Ol 50); iPic Texas, LT,C (N/A); and Delray Beach Holdings, LLC(X 435). The Debtors' principal place of business is 433 Plaza Real, Suite 335, E3oca Raton, NL 33432.

z All capitalized terms used but not defined herein shall have the tneanin~s ascribed to them iii the Motron

DOGS SP:101472.~13956G/001



factual bases set forth in the Motion establish just cause for the relief granted herein; and upon

the xecord herein and after due deliberation and cause appearing therefor; it is hereby:

ORDERED, ADJUDGED, AND DECREED THAT:

The Motion is GRANTED on an interim basis, as set forth herein..

2. "1 he 17ebtors are authorized, but not directed, to continue, in their sole

discretion, the Customer Programs in the ordinary course of business. Specifically, the Debtors

are authorized, but not directed, in their discretion, to (a) honor prepettion obligations under the

Gift Cards, (b) honox prepetition obligations under the Rewards Program, (c) honor the

Employee Discounts, and (d) to continue their Customer Programs postpetition in their

discretion.

3. The Debtors are authorized, but not di~•ected, to renew or modify their

Customer Programs in the ordinary course of business, without further order of the Court.

4, The Debtors are authorized to honor and pay, in their sole discretion, all

obligations related to the Customer Programs in the ordinary course of business including, but

not limited to, the satisfaction of prepetition claims for• customer Prepetition Prepayments.

The Banks axe authorized, when requested by the Debtox•s in the Debtors'

sole discretion, to receive, process, honor and pay all checks presented for payment and to honor

all funds-transfer requests made by the Debtors, relating to claims paid pursuant to this Interim

Order, t•egardless of whether such checks were presented or funds-transfer requests were

submitted prior to, on, or after the Petition Date.

2ROCS 5~:101472.A 39566/001



6, Nothing in the Motion o~• tl~is Interim Order, nor the Debtors' payment or

other treatment of obligations pursuant to this Interim Order, shall be deemed or construed as; (i)

an admission as to the validity of any claim against the Debtors; (ii) a waiver ot'the Debtors'

rights to dispute any claim on any grounds; (iii) a promise or obligation to pay any claim or

return any prepayment (including any Prepetition Prepayment); (iv) an implication or admission

that any particular claim constitutes a Customer Obligation; or (v) a request or authorization to

assume any agreement, contract or lease pursuant to section 365 of the Bankruptcy Code.

7. Notwithstanding the possible applicability of Bankruptcy Rules 6003 and

6004, the terms and conditions of this Interim Order• shall be immediately effective and

enforceable. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the Motion

or otherwise deemed waived. To the extent the 14-day stay of Bankruptcy Rule 6004(h) may be

construed to apply to the subject matter of this Interim Order, such stay is hereby waived.

8. Notice of the Motion as provided therein shall be deemed good and

sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a).

9. 'The final hearing (the "Final Hearing") on the Motion shall be held on

September 11, 2019, at 11:00 a.m,, prevailing Eastern Time. Any objections ar responses to

entry of a final order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern

Time, on Septembez• 4, 2019, and shall be served on (i) the Debtors, iPic-Gold Class

Ente~•tainment, LLC, 433 Plaza Real, Suite 335, Boca Raton, PL 33432-3945, ~1ttn: IIamid

Hashemi and Paul Safran, Esq.; (ii) proposed counsel for the Debtors, Pachulski Stang Ziehl &

Jones LLP, 919 N, Market Street, 17th Floor, Wilmington, DE 19899, Attu: Peter J. Keane, Esq.

3DOGS SP:10I472.4 3956t/001



([email protected]) and Pachulski Stang Ziehl &Jones LLP, l 0100 Santa Monica I~lvd.,

13th Floor, Los Angeles, CA 90067, Attn; Jeffrey N, Pomerantz, Esq.

(jpomerantz@pszjlaw,com); (iii) counsel to the committee of unsecured creditors (if any); (iv)

counsel for the Debtors' prepetition and postpetition secured lenders, Burr &Forman LLP, 420

North 20th Street, Suite 3400, Birmingham, Alabama 35203, Attn: De~•ek P, Meek, ~sq.; and (v)

the Office of "1 he United States Trustee, 844 Kind Street, Suite 2207, Lockbox 35, Wilmington,

Delaware 19801 (Attu: Benjamin A. I-Tackman, Esq. ([email protected]).

10. This Court shall retain jurisdiction over all matters arising from oz' relating

to the interpretation and implementation of this Interim Order,

. ~ f'~,,

Dated: August 8th, 2019 LAURIE SELBER SILVERSTEINWilmington, Delaware ~ UNITED STATES BANKRUPTCY JUDGE

ROCS Sr:101472,4 39566/001.


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