đ„IPIC('d Apart) + Creditors Sakkedđ„
Small dine-in movie theater chain sells for parts in BK. Also: a Saks update.
đżHooray, IPIC Theaters LLC Finds a Buyer!đż
Back on February 25, 2026, Boca-based and Employees Retirement System of Alabama and Teachers Retirement System of Alabama-owned (đ€)* IPIC Theaters LLC (âIPICâ or âdebtorâ or the âcompanyâ) filed for bankruptcy under Subchapter V of chapter 11 in the Southern District of Florida (Judge Kimball). We didnât cover it then â kinda small đ„, if weâre being frank â but f*ck it, better late than never, đ€·ââïž.
As of the petition date, IPIC operated 13 (leased) dine-in movie theater locations in Florida, California, Georgia, New York, New Jersey, Texas, Washington and Maryland. Why did it need bankruptcy? Do we really need to ask that question? Obviously, duh, the company blamed the lingering effects of the Covid pandemic (including a dramatic decline in releases) and the six billion competitive streaming options out there for its struggles, ending â25 with a $19.4mm net loss on $112.5mm of gross income, đŹ; it sought to use the bankruptcy process to â what else? â pursue a sale, of course.
And so on April 21, 2026, IPIC filed a bid procedures motion designating Texas-based Star Grill Cinema Inc. (âStar Grillâ) as stalking horse bidder. For $5mm, Star Grill sought to, subject to a $200k break-up fee and $35k expense reimbursement, (i) purchase all of the debtorâs furniture, artwork, and equipment located at the debtorâs theater locations in Houston, Dallas, Austin, Atlanta, New Jersey, and North Miami-Intercoastal, (ii) acquire all of the debtorâs IP assets, and (iii) assume executory contracts and leases at the acquired theaters (the âstalking horse assetsâ).
CMX Holdings USA Inc. (âCMXâ), the US subsidiary of Cinemex, and a movie theater operator with some bankruptcy history of its own (â20 and â25), came charging in only one day later on April 22, 2026 with â âĄïžBOOM!âĄïžâ a notice of a competing $6mm stalking horse bid. Nevertheless, six days later on April 28, 2026, Judge Kimball entered an order approving the debtorâs proposed bid procedures and granted bid protections to Star Grill as stalking horse. The minimum overbid, per the order, was set at $250k but given how CMX was already coming in with a bid $1mm over, that didnât look like it would be a problem.
It wasnât.
On May 9, 2026, the debtor posted a notice of successful bidder(s), indicating that additional qualifying bids did, in fact, come in and after an auction, CMX emerged as the successful bidder for the stalking horse assets (with Star Grill as the backup). Another party entirely, Blue Fox Theaters LLC (âBlue Foxâ), emerged as the successful bidder with respect to six theater locations that were not stalking horse assets subject to the stalking horse asset purchase agreement (including for those NYC-based readers among you, the South Street Seaport location, and for those of you out in LA, the Wilshire Blvd location). Three days later the debtor posted the asset purchase agreements.
All of which is good news: weâre not losing moving theaters!
Maybe someday in the near future thereâll actually be something good to watch in one!!
Congrats to those involved including Burr & Forman LLP (Christopher Thompson, Derek Meek, Marc Solomon, Kylie Riordan) as legal counsel, Development Specialists Inc. (Joseph Luzinski, Jack Donahue) as financial advisor, Glass Ratner (Carol Fox) as Subchapter V trustee, Berger Singerman LLP (Jordi Guso) as counsel to Blue Fox, and Greenberg Traurig PA (John Hutton, Ari Newman) as counsel to CMX.
*If this strikes you as odd, youâre not wrong. Employees Retirement System of Alabama and Teachers Retirement System of Alabama are both managed by the Retirement Systems of Alabama (âRSAâ), run by CEO David Bronner, known for his âalternative investmentâ strategy involving taking stakes in private companies and real estate. RSA ended up as owner of IPIC Theaters LLC after having serving as prepetition and DIP lender to iPic Entertainment and credit bidding its debt in iPic Entertainmentâs â19 chapter 11 bankruptcy.
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âĄUpdate 2: Saks Global Enterprises, LLCâĄ
In early April, Saks Global Enterprises, LLC (âSGEâ) and its 112 affiliates (collectively, with SGE, the âdebtorsâ and together with their non-debtor affiliates, the âcompanyâ) filed a stupid, bracketed chapter 11 plan that gave the new money DIP takeback debt and pref equity and the roll-up piece reorg common and priority interests in a litigation trust.
While leaving it a complete bracketed mess for every other class.
Except, you know, there wasnât one. We called the upcoming đ© on the spot âŠ
⊠whiiiiiich the debtors pretty much made official on May 1, 2026. Per the disclosure statement (the âDS):
As for the six âundeterminedâ classes, weâll peg that at approximately đ© too. Theyâre all receiving junior, subordinated interests in the litigation trust.*
Either way, it be bleak out there. Especially for vendors that had relied on the unsecured credit support provided by Saks Fifth Avenue HoldCo II LLC (âholdco IIâ), which indirectly held the real estate at the debtorsâ Midtown flagship store. Hereâs a live shot of them looking back on that decision:
No sh*t, but care to double down?
Because the debtors are giving you the option. The plan bakes in a âgo-forwardâ feature for those brave enough to continue providing goods and services to the reorg debtors on company-favorable terms. In addition to the litigation trust interests, theyâll receive their pro rata share of ⊠LOL ⊠$2mm (for opco vendors) or $500k (for holdco II vendors).**
Wait? What were they owed again? ~$100mm. Johnny said he sure as sh*t wouldnât take it â too much risk for not enough reward â but he ainât voting on the plan, so who cares what he thinks.
Anyway, that same day, Judge Perez conditionally approved the DS and sent the debtors out to solicit suckers vendors and other creditors, so they will vote with their wallets soon enough. They have until June 1 to send in a ballot or object before everyone gathers in Houston on June 5, 2026 at 9am CT for the confirmation hearing.
In the interim, the debtors will formally squash their long-standing beef with landlord Simon Property Group, L.P. (âSimonâ), about how to properly read a lease (đŽ), via settlement on May 18, 2026 at 8:30am CT. Per the debtors:
âThe economic terms speak for themselves. The Settlement Agreement preserves and rationalizes the Saks/Simon relationship, allowing Saks to continue operating at twenty-nine locations, including certain of their most profitable stores, while amending certain terms at some of those locations to better align with Saksâ go-forward plan and market terms. Additionally, the Settlement Agreement generates significant direct value to the estates, including through annual rent savings.â
Weâll ⊠um ⊠have to take them at their word. Because those economic terms? The ones that speak for themselves. The motion painted âem black. Although we know the deal provides for the assumption of twenty-two leases, the amendment of seven,*** and the termination of another thirty-four.
Oh, and the debtors â⊠agreed to ⊠certain protections for Simon in the event of a future chapter 11 caseâ too.
Why did Simon want that? Probably because thereâs a good chance the case winds up being a violation of PETITIONâs âTwo Year Rule.â The debtors intend to exit with ~$2.4b in debt (including the flagshipâs ~$1.3b in CMBS debt), and the financial projections are aspirational for a *cough* dying industry:
Quite the growth story. Weâll be watching to see if it pans out.
*The official committee of unsecured creditors is signed off on the litigation trust though, probably because itâs being funded by the reorg debtors with $20mm ⊠thatâs subject to a 1.5x MOIC.
**Assuming each class accepts the plan. Otherwise, they donât get their piddly bump.
***The amendments address lease duration, rent reductions, operating covenants, and termination dates.
đResourcesđ
We have compiled a list of a$$-kicking resources on the topics of restructuring, tech, finance, investing, and disruption. đ„You can find it heređ„.
đ€ Noticeđ€
Ari Lefkovits founded Apotheo Capital along with Alice Chong and Jay Losty to focus on M&A, RX, and LME. All three come from Delos Capital.
Edward Shine (Senior Director) has joined SierraConstellation Partners from PKF OâConnor Davies.
Eric Friel (Managing Director) joined Piper Sandler Companies from Oppenheimer & Co.
Gerard Martin (Partner) joined Greenberg Traurig LLP from Reed Smith LLP.
John Mori (Managing Director) joined Piper Sandler Companies from Oppenheimer & Co.
Mike Genereux joined Breakpoint Partners from Ducera Partners.
đŸCongratulations toâŠđŸ
Pachulski Jones Stang & Ziehl LLP (Bradford Sandler, Robert Feinstein, Steven Golden, Theodore Heckel) for securing the legal mandate on behalf of the official committee of unsecured creditors in the Lurin Real Estates Holdings XXI, LLC chapter 11 bankruptcy cases.
Pachulski Jones Stang & Ziehl LLP (Robert Feinstein, Bradford Sandler, Michael Warner) for securing the legal mandate on behalf of the official committee of unsecured creditors in the QVC Group, Inc. chapter 11 bankruptcy cases.
Province LLC for securing the financial advisory mandate on behalf of the official committee of unsecured creditors in the Ascend Elements Inc. chapter 11 bankruptcy cases.
Willkie Farr & Gallagher LLP (Brett Miller, Paul Labov, James Burbage, Alex Bisogno) and Blank Rome LLP (Josef Mintz, Lawrence Thomas III) for securing the legal mandate on behalf of the official committee of unsecured creditors in the Freedom Forever LLC chapter 11 bankruptcy case.