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IN THE UNITED STATES BANKRUPTCY COURT


FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
In re:
RITA RESTAURANT CORP.,
Debtor.
In re:
DON PABLO'S OPERATING, LLC,
Debtor.
In re:
HOPS OPERATING, LLC,
Debtor.

Chapter 11
Case No. 16-52272

Chapter 11
Case No. 16-52274

Chapter 11
Case No. 16-52275

DEBTORS EMERGENCY MOTION


FOR ORDER AUTHORIZING JOINT ADMINISTRATION
PURSUANT TO BANKRUPTCY RULE 1015 AND LOCAL RULE 1015
The debtors and debtors-in-possession in the above-captioned cases (each a "Debtor," and
collectively, the "Debtors"), by and through their undersigned counsel, hereby move this Court
for entry of an order substantially in the form attached hereto as Exhibit A (the "Order") pursuant
to Rule 1015 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule
1015 of the Local Rules of the United States Bankruptcy Court for the Western District of Texas
(the "Local Rules"), authorizing the Debtors to jointly administer their chapter 11 cases. In
support of this motion (the "Motion"), the Debtors rely upon the Declaration of Peter
Donbavand in Support of Chapter 11 Petitions and First Day Motions (the "First Day

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Declaration")1 filed contemporaneously herewith and incorporated herein by reference, and


respectfully state as follows:
JURISDICTION
1.

This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this
Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested
herein are section 105(a) of the Bankruptcy Code, along with Bankruptcy Rule 1015 and Rule
1015 of the Local Rules.
BACKGROUND
2.

On October 4, 2016 (the "Petition Date") each of the Debtors filed a voluntary

petition for relief under Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases").
3.

The Debtors continue to operate their business and manage their properties

as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No
trustee, examiner or official committee of unsecured creditors has been appointed in these
Chapter 11 Cases.
4.

The Debtors operate full service, casual dining restaurants, consisting of sixteen

(16) Don Pablo's Mexican Kitchen restaurants ("Don Pablo's") and one (1) Hops Grill and
Brewery restaurant ("Hops"). The Debtors' restaurants are located in ten (10) states in the United
States.
5.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock, Texas in

1985. The menu features Tex-Mex items, salsa, tortillas and sauces and a range of other Mexican
specialties. At one time, this chain had as many as 120 locations throughout the United States

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the First Day
Declaration.

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making it the second largest full service Mexican restaurant chain within the United States
during the late 1990s.
6.

Hops is a casual dining restaurant that offers fresh, made from scratch menu items

in a relaxed atmosphere featuring signature dishes that are created from high-quality, fresh
ingredients, prepared in a display style kitchen that allows the customer to view the cooking
process.
7.

In addition to the three (3) Debtors, the Debtors have nine non-debtor affiliates,

comprised of: (i) four (4) special purpose entities that were created solely to hold certain liquor
licenses utilized by the Debtors in their operations; (ii) four (4) "shell" entities with no assets or
liabilities and which do not conduct any operations; and (iii) one entity which solely distributes
gift cards.
8.

The Debtors' business operations are, and have been since 2014 when Alamorita

Restaurant Company, LLC acquired the stock of the Debtors, managed by FMP SA Management
Group, LLC ("FMP") pursuant to a management agreement. FMP, a privately held company
based in Hollywood Park, Texas, is a multi-concept developer and operator of independent
restaurant chains. FMP provides operational oversight and all professional and administrative
services for the Debtors. In return for the services provided, FMP receives reimbursement of
allocated costs and expenses and a management fee. A separate entity, FMP Rita Payroll, LLC
("FMP Payroll"), provides employment and wage related services for the Debtors.
9.

The Debtors own no real property at this time. The Debtors lease the properties

where restaurants are located.


10.

As of the Petition Date, the Debtors estimate that they have approximately

$1,000,000 $1,500,000 of unsecured trade debt and other outstanding operating expenses,

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including, but not limited to rent, accrued management fees and general operating payables. In
terms of numbers, only a handful of vendors have not been kept current and were not current at
the time of filing.
11.

A series of factors have contributed to the Debtors' operational challenges and

ultimately resulted in the need to file these chapter 11 cases. In sum, the Debtors' have been
unable to reverse the decade long decline brought on by prior management and ownership.
12.

Perhaps more than any other factor, the Debtors' efforts to improve financial

performance have been adversely impacted by the overall weakness in the casual dining
environment. The casual dining industry is highly competitive and faces increased competition
from fast-casual dining options. Despite the relatively steady economy in most of the United
States, the casual dining environment remains depressed.
13.

In addition, Mexican casual dining has been under continued pressure with the

fast growth of "Fast Casual" Mexican brands, such as Moe's Southwest Grill, Panchero's
Mexican Grill, Baja Fresh, Qdoba Mexican Grill, Tijuana Flats, and Chipotle Mexican Grill, and
the competitive intrusion of Mexican product offerings to the varied-menu bar and grill segment
such as Chili's, Applebee's and TGI Fridays, thereby making the "Mexican" meal available in
new and substantially more locations.
14.

The Debtors also struggle with rental rates that are currently, or will be in the near

future, at amounts that the revenues from the specific leased location cannot sustain, especially in
combination with increased costs of goods, services and employees.
15.

In response to these developments, the Debtors have reduced spending and

implemented a series of cost-cutting measures to include, among other things, closing of certain
locations, streamlining costs for good and services, and renegotiating leases with landlords.

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16.

Despite the best efforts of the Debtors and their management, market conditions

have caused the Debtors' revenues to decrease and resulted in the need for filing for bankruptcy.
17.

Additional details regarding the Debtors business, assets, capital structure, and

the circumstances leading to the filing of this Chapter 11 Case are set forth in the First Day
Declaration filed contemporaneously herewith and incorporated herein by reference as though
set forth in full.
RELIEF REQUESTED
18.

By this Motion, the Debtors seek the entry of an order, pursuant to section 105(a)

of the Bankruptcy Code, Bankruptcy Rule 1015 and Local Rule 1015, directing the joint
administration of the Chapter 11 Cases for procedural purposes only.
19.

Many of the motions, applications, hearings and orders that will arise in these

chapter 11 cases will jointly affect each Debtor. For this reason, the Debtors respectfully submit
that the interests of the Debtors, their creditors and other parties in interest would be best served
by the joint administration of these Chapter 11 Cases. In order to optimally and economically
administer the Chapter 11 Cases, such cases should be jointly administered, for procedural
purposes only, under the case number assigned to Rita Restaurant Corp.
20.

The Debtors also request that the Clerk of the Court maintain one file and one

docket for the Chapter 11 Cases, which file and docket shall be the file and docket for Rita
Restaurant Corp.
21.

The Debtors further request that the caption of the Chapter 11 Cases be modified

as follows to reflect their joint administration:

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IN THE UNITED STATES BANKRUPTCY COURT


FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
In re:

RITA RESTAURANT CORP., et al.


Debtors.

22.

CHAPTER 11
CASE NO. 16-52272
Jointly Administered

In addition, the Debtors seek the Court's direction that a separate docket entry be

made on the docket of each of the other Debtors' chapter 11 cases, substantially as follows:
An order has been entered in this case directing the joint
administration for procedural purposes only of the chapter 11 cases
of Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC, and all subsequently filed chapter 11 cases of
such debtors' affiliates. The docket in the chapter 11 case of Rita
Restaurant Corp., Case No. 16-52272 should be consulted for all
matters affecting this case.
BASIS FOR RELIEF REQUESTED
23.

Pursuant to Bankruptcy Rule 1015(b), if two or more petitions are pending in the

same court by or against a debtor and an affiliate, "the Court may order a joint administration of
the estates." FED. R. BANKR. P. 1015(b). In this case, all of the Debtors are "affiliates" of Rita
Restaurant Corp. as that term is defined in section 101(2) of the Bankruptcy Code, and
accordingly, this Court has the authority to grant the relief requested herein.
24.

Additionally, the joint administration of the Debtors' respective estates will ease

the administrative burden on the Court and all parties in interest in these chapter 11 cases.
25.

The joint administration of these chapter 11 cases will also permit the Clerk of the

Court to utilize a single docket for all the Chapter 11 Cases and to combine notices to creditors
and other parties in interest in the Debtors' respective cases. In addition, there will likely be

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numerous motions, applications, and other pleadings filed in these Chapter 11 Cases that will
affect most or all of the Debtors. Joint administration will permit counsel for all parties in
interest to include the Chapter 11 Cases in a single caption for the numerous documents that are
likely to be filed and served in these cases. Joint administration will also enable parties in interest
in each of the Chapter 11 Cases to stay apprised of all the various matters before the Court.
26.

Joint administration of these Chapter 11 Cases will not prejudice or adversely

affect the rights of the Debtors' creditors because the relief sought herein is purely procedural
and is not intended to affect substantive rights. Because these Chapter 11 Cases involve three (3)
Debtors, joint administration will significantly reduce the volume of paper that otherwise would
be filed with the Clerk of this Court, render the completion of various administrative tasks less
costly and minimize the number of unnecessary delays. Moreover, the relief requested by this
Motion will also simplify supervision of the administrative aspects of these Chapter 11 Cases by
the Office of the United States Trustee.
27.

For these reasons, the Debtors submit that the relief requested herein is in the best

interests of the Debtors, their estates and creditors, and therefore should be granted.
EMERGENCY CONSIDERATION
28.

The Debtors respectfully request emergency consideration of this Motion

pursuant to Bankruptcy Rule 6003, which empowers a court to grant relief within the first 21
days after the commencement of a chapter 11 case to the extent that relief is necessary to avoid
immediate and irreparable harm. As set forth in this Motion, the Debtors believe an immediate
and orderly transition into chapter 11 is critical to the viability of their operations and that any
delay in granting the relief requested could hinder the Debtors operations and cause irreparable
harm. Furthermore, the failure to receive the requested relief during the first 21 days of these
chapter 11 cases would severely disrupt the Debtors operations at this critical juncture and
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imperil the Debtors restructuring. Accordingly, the Debtors submit that they have satisfied the
immediate and irreparable harm standard of Bankruptcy Rule 6003 and, therefore, respectfully
request that the Court approve the relief requested in this Motion on an emergency basis.
NOTICE
29.

Notice of this Motion has been provided to the Office of the United States Trustee

and the Debtors' thirty (30) largest unsecured creditors on a consolidated basis. In light of the
nature of the relief requested herein, the Debtors submit that no other or further notice is
necessary.
CONCLUSION
WHEREFORE, the Debtors respectfully request that this Court enter an order
substantially in the form attached hereto as Exhibit A granting the requested relief and such other
and further relief as it deems just and proper.

Dated: October 4, 2016

Respectfully submitted,
AKERMAN LLP
/s/ John E. Mitchell
David W. Parham, SBN: 15459500
John E. Mitchell, SBN: 00797095
2001 Ross Avenue, Suite 2550
Dallas, TX 75201
Telephone: (214) 720-4300
Facsimile: (214) 981-9339
david.parham@akerman.com
john.mitchell@akerman.com

PROPOSED COUNSEL FOR DEBTORS


AND DEBTORS-IN-POSSESSION

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IN THE UNITED STATES BANKRUPTCY COURT


FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
In re:
RITA RESTAURANT CORP.,
DON PABLO'S OPERATING, LLC,
HOPS OPERATING, LLC,
Debtors.

CHAPTER 11
Case No. 16-52272
Case No. 16-52274
Case No. 16-52275
(Jointly Administered Under
Case No. 16-52272)

ORDER AUTHORIZING JOINT ADMINISTRATION


PURSUANT TO BANKRUPTCY RULE 1015 AND LOCAL RULE 1015
On October 4, 2016, the Debtors filed a motion entitled Emergency Motion for Order
Authorizing Joint Administration Pursuant to Bankruptcy Rule 1015 and Local Rule 1015 in the
above styled and numbered chapter 11 cases seeking joint administration of such cases
("Motions"). The Court finds that notice was proper and that no party in interest made any
response in opposition to the Motions or, if so, the relief requested in any such response was

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denied for the reasons stated on the record, and further finds that the relief requested in the
Motions should be granted.
ACCORDINGLY, IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that
the Chapter 11 cases of Rita Restaurant Corp., Don Pablo's Operating, LLC and Hops Operating,
LLC, be jointly administered in accordance with the terms of this Order, as follows:
(1)

Nothing contained in this Order shall be construed as directing or otherwise


effecting a substantive consolidation of the bankruptcy cases of the Debtors; it is
the Court's intention to jointly administer the bankruptcy cases of the Debtors for
procedural purposes only;

(2)

Rita Restaurant Corp., Don Pablo's Operating, LLC and Hops Operating, LLC,
are to be jointly administered under Case No. 16-52272;

(3)

Judge Ronald B. King shall preside over these jointly administered cases;

(4)

The joint caption of the Rita Restaurant Corp., Don Pablo's Operating, LLC and
Hops Operating, LLC, cases shall read as shown in attached Exhibit A.

(5)

All original pleadings shall be captioned as set out above and all original docket
entries shall be made in the case of Rita Restaurant Corp., Case No. 16-52272;

(6)

All proofs of claim shall be filed under the case number representing the Debtors'
estates against which the claim is made;

(7)

Each of the Debtors shall (a) file separate monthly operating reports; (b) maintain
separate financial accounts and records; (c) not be liable for the claims against
any of the Debtors by virtue of this Order; and (d) file separate Bankruptcy
Schedules and Statements of Financial Affairs;

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(8)

A docket entry shall be made in each of the Debtors' cases substantially as


follows: An order has been entered in this case directing the joint administrative
of the Chapter 11 cases of Rita Restaurant Corp., Don Pablo's Operating, LLC
and Hops Operating, LLC; the docket in the Chapter 11 case of Rita Restaurant
Corp., Case No. 16-52272 should be consulted for all matters affecting this case;

(9)

Debtors shall file a master service list in Rita Restaurant Corp., Case No. 1652272 which includes all creditors, persons filing Notices of Appearances, and all
parties-in-interest in all the Debtors' jointly administered cases for future noticing
requirements; and

(10)

This order shall be served by the debtor on interested parties and all parties
included on the master service list.
###
PREPARED AND SUBMITTED BY:
David W. Parham, SBN: 15459500
John E. Mitchell, SBN: 00797095
2001 Ross Avenue, Suite 2550
Dallas, TX 75201
Telephone: (214) 720-4300
Facsimile: (214) 981-9339
david.parham@akerman.com
john.mitchell@akerman.com
PROPOSED COUNSEL FOR DEBTORS AND
DEBTORS-IN-POSSESSION

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EXHIBIT A
JOINTLY ADMINISTERED CASES CAPTION
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
In re:

RITA RESTAURANT CORP, et al.


Debtors.

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CHAPTER 11
Case No. 16-52272
Jointly Administered