IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------IN RE: ) ) CS DIP, LLC (f/k/a Church

Street Health ) 1 ) Management, LLC), et al. ) Debtors. ) ------------------------------------------------------------------

Chapter 11 Case No. 12-01573 Jointly Administered

THE DEADLINE FOR FILING A TIMELY RESPONSE IS: September 5, 2012 IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE: September 18, 2012, 9:00 a.m. in Courtroom 2, Second Floor Customs House, 701 Broadway, Nashville, Tennessee, 37203 NOTICE OF SECOND INTERIM FEE APPLICATION REQUEST OF WALLER LANSDEN DORTCH & DAVIS, LLP, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF APRIL 1, 2012 THROUGH JUNE 30, 2012 Waller Lansden Dortch & Davis, LLP (“Waller”), as counsel for the Debtors and Debtors-in-Possession (the “Debtors”), files the attached Second Interim Fee Application Request for Allowance of Compensation and Reimbursement of Expenses requesting reimbursement for professional services rendered in the amount of $423,772.00 and reimbursement for expenses incurred in the amount of $31,895.35. YOUR RIGHTS MAY BE AFFECTED. If you do not want the court to grant the attached application, or if you want the court to consider your views on the application, then on or before September 5, 2012, you or your attorney must: 1. File with the court your written response or objection explaining your position: PLEASE NOTE THE BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE REQUIRES ELECTRONIC FILING. ANY RESPONSE OR OBJECTION YOU WISH TO FILE MUST BE SUBMITTED ELECTRONICALLY. TO FILE ELECTRONICALLY, YOU OR YOUR ATTORNEY MUST GO TO THE COURT WEBSITE AND FOLLOW THE INSTRUCTIONS AT https://ecf.tnmb.uscourts.gov.

The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter 11 case number), are: CS DIP, LLC (f/k/a Church Street Health Management, LLC) (2335; Case No. 1201573), SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC) (4993; Case No. 12-01574), FNY DIP, LLC (f/k/a FORBA NY, LLC) (8013; Case No. 12-01575), FS DIP, INC. (f/k/a FORBA Services, Inc.) (6506; Case No. 12-01577), and EE DIP, INC. (f/k/a EEHC, Inc.) (4973; Case No. 12-01576).
9002652.5

1

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 1 of 20

Desc Main

If you need assistance with Electronic Filing you may call the Bankruptcy Court at (615) 736-5584. You may also visit the Bankruptcy Court in person at: 701 Broadway, 1st Floor, Nashville, TN (Monday –Friday, 8:00 a.m. – 4:00 p.m.). 2. Your response must state that the deadline for filing responses is September 5, 2012, the date of the scheduled hearing is September 18, 2012, and the application to which you are responding is the Second Interim Fee Application Request of Waller Lansden Dortch & Davis, LLP, for Allowance of Compensation and Reimbursement of Expenses. You must serve your response or objection by electronic service through the Electronic Filing System described above. You must also mail a copy of your response or objection to: Katie G. Stenberg, Esq. 511 Union Street, Suite 2700 Nashville, Tennessee, 37219 U.S. Trustee’s Office, 701 Broadway, Rm. 318 Nashville, Tennessee 37203

3.

If a timely response is filed, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by calling the Clerk's office at 615-736-5584 or viewing the case on the Court's web site at <www.tnmb.uscourts.gov>. If you received this notice by mail, you may have three additional days in which to file a timely response under Rule 9006(f) of the Federal Rules of Bankruptcy Procedure. If you or your attorney do not take these steps, the court may decide that you do not oppose the relief sought in the application and may enter an order granting that relief. Date: August 15, 2012 Signature: /s/ Katie G. Stenberg Waller, Lansden, Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, TN 37219-1760 (615) 244-6380 (615) 244-6804 (fax) katie.stenberg@wallerlaw.com Attorneys for the Debtors and Debtors in Possession

2
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 2 of 20

Desc Main

IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------IN RE: ) ) Chapter 11 CS DIP, LLC (f/k/a Church Street Health ) Case No. 12-01573 Management, LLC), et al.1 ) Jointly Administered ) Debtors. ) -----------------------------------------------------------------SUMMARY OF SECOND INTERIM FEE APPLICATION REQUEST OF WALLER LANSDEN DORTCH & DAVIS, LLP, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF APRIL 1, 2012 THROUGH JUNE 30, 2012

Name of Applicant: Authorized to provide professional services to: Effective Date of Retention: Period for which compensation and reimbursement are sought: Amount of compensation sought as actual, reasonable and necessary: Amount of expense reimbursement sought as actual, reasonable and necessary: Total Gross Amount Sought:

Waller Lansden Dortch & Davis, LLC Debtors and Debtors-in-Possession February 20, 2012 April 1, 2012 through June 30, 2012 $423,772.00

$ 31,895.35 $455,667.35

The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter 11 case number), are: CS DIP, LLC (f/k/a Church Street Health Management, LLC) (2335; Case No. 1201573), SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC) (4993; Case No. 12-01574), FNY DIP, LLC (f/k/a FORBA NY, LLC) (8013; Case No. 12-01575), FS DIP, INC. (f/k/a FORBA Services, Inc.) (6506; Case No. 12-01577), and EE DIP, INC. (f/k/a EEHC, Inc.) (4973; Case No. 12-01576).
9002652.5

1

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 3 of 20

Desc Main

IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------IN RE: ) ) CS DIP, LLC (f/k/a Church Street Health ) 2 ) Management, LLC), et al. ) Debtors. ) ------------------------------------------------------------------

Chapter 11 Case No. 12-01573 Jointly Administered

SECOND INTERIM FEE APPLICATION REQUEST OF WALLER LANSDEN DORTCH & DAVIS, LLP, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF APRIL 1, 2012 THROUGH JUNE 30, 2012 Waller Lansden Dortch & Davis, LLP (“Waller”), counsel for the Debtors and Debtorsin-Possession (the “Debtors”), submit this second interim fee application (the “Second Application”) seeking interim allowance of compensation for professional services rendered and reimbursement of expenses incurred for the period from April 1, 2012 through June 30, 2012 (the “Application Period”). In support of this Second Application, Waller respectfully represents as follows: PRELIMINARY STATEMENT 1. By this Second Application and pursuant to 330 and 331 chapter 11 of title 11 of

the United States Code, 11 U.S.C. §§ 101-1532, as amended (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Expedited Order Pursuant to Bankruptcy Code § 331 Establishing Procedures for Interim Compensation
The Debtors (with the last four digits of each Debtor’s federal tax identification number and chapter 11 case number), are: CS DIP, LLC (f/k/a Church Street Health Management, LLC) (2335; Case No. 1201573), SSHC DIP, LLC (f/k/a Small Smiles Holding Company, LLC) (4993; Case No. 12-01574), FNY DIP, LLC (f/k/a FORBA NY, LLC) (8013; Case No. 12-01575), FS DIP, INC. (f/k/a FORBA Services, Inc.) (6506; Case No. 12-01577), and EE DIP, INC. (f/k/a EEHC, Inc.) (4973; Case No. 12-01576).
2

2
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 4 of 20

Desc Main

and Reimbursement of Expenses of Professionals (the “Interim Compensation Order”) (Doc. # 170), Waller seeks interim allowance of compensation for professional services rendered and reimbursement of expenses incurred during the Application Period in the aggregate amount of $455,667.35 as follows: (a) compensation in the amount of $423,772.003 (which includes the amount set forth in subsection (c) hereof) for fees incurred in connection with services rendered on behalf of the Debtors during the Application Period;4 (b) reimbursement of actual and necessary expenses in the amount of $31,895.35 incurred by Waller during the Application Period; and (c) payment of fees incurred for services rendered during the Application Period that were held back in accordance with the Interim Compensation Order in the amount of $62,066.40 (the “Holdback”).5 JURISDICTION AND VENUE 2. This Court has jurisdiction over this Second Application under 28 U.S.C. § 1334. Venue of these

This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

proceedings and this Second Application is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

3

The amount of compensation being sought includes a reduction of $1,764.00 from the amount sought on Waller’s April monthly fee statement. The April monthly fee statement inadvertently included a time entry for Paul S. Davidson that was for an unrelated matter.

4

All services rendered by Waller for which compensation is sought pursuant to this Second Application were rendered solely to or on behalf of the Debtors. No payments were received by Waller from any other source for services rendered in connection with these cases. Waller has not agreed to share any compensation it may receive with another party or person, other than with partners and associates of Waller, or any compensation another person or party may receive. Waller reserves the right to seek, at a later date, compensation or reimbursement of expenses incurred during the Application Period that may not have posted as of yet and thus are not included herein.

5

The Holdback amount reflects the reduction of $1,764.00 in compensation from Waller’s April monthly fee statement as referenced above in footnote 3.

3
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 5 of 20

Desc Main

PROCEDURAL BACKGROUND 3. Commencing on February 20, 2012, and concluding in the early morning hours of

February 21, 2012 (the “Petition Date”), each of the Debtors filed a voluntary petition with this Court for relief under chapter 11 of the Bankruptcy Code. 4. The Debtors continue to manage and operate their businesses as debtors in

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 5. An official committee of unsecured creditors (the “Committee”) has been

appointed by the Office of the United States Trustee for the Middle District of Tennessee (“U.S. Trustee”) in these administratively consolidated cases. PROGRESS OF CASE 6. Since the Petition Date, the Debtors’ management, employees and advisors have

devoted significant time and effort to a number of tasks including, without limitation, the following (a) proposing, negotiating and finalizing the terms of the debtor-in-possession financing facility; (b) proposing, negotiating and finalizing the terms of the stalking horse bid for the sale of substantially all of the Debtors’ assets; (c) commencing review of the Debtors’ executory contracts and unexpired leases in connection with the proposed sale; (d) responding to numerous creditor, supplier, customer, landlord and regulatory inquiries; (e) responding to due diligence requests from the stalking horse bidder, potential bidders and the Debtors’ major constituents; (f) gathering the information required to complete the Debtors’ schedules and statements of financial affairs; and (g) negotiating and documenting the final sale terms and court approval of the sale of substantially all of the Debtors’ assets. 7. The Debtors’ closed on the sale of substantially all of their assets to CSHM LLC

on May 31, 2012.

4
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 6 of 20

Desc Main

8.

Presently the Debtors are working on a plan of liquidation and disclosure

statement to be filed in these cases. 9. To date, all of the Debtors’ Monthly Operating Reports have been timely filed and

payment of the U.S. Trustee’s Quarterly Fees is current. RETENTION OF WALLER AND BILLING HISTORY 10. On February 21, 2012, the Debtors filed an expedited application to employ

Waller as their bankruptcy counsel in these chapter 11 cases, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code (the “Retention Application”) (Doc. # 41). 11. By order dated March 14, 2012 (the “Retention Order”) (Doc. # 163), the Court

approved the Retention Application and authorized the Debtors to retain Waller, nunc pro tunc to the Petition Date, to serve as their attorneys in these chapter 11 cases. The Retention Order authorized compensation to Waller pursuant the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the applicable the Bankruptcy Rules and such procedures as may be fixed by the Court. 12. Waller has agreed, as set out in the Retention Application and as approved by the

Retention Order, to represent the Debtors in connection with these chapter 11 cases at the firm’s standard hourly rates for those time-keepers who work on these cases, which during the time covered by this application ranged from $290 - $600 per hour for partners, $150 - $650 per hour for Of-Counsel, $190 - $335 per hour for associates, and $165 - $190 per hour for paralegals. The hourly rates charged by Waller in this case are of the type regularly charged to Waller’s clients for similar types of engagements, and are similar to the rates customarily charged by comparably skilled practitioners in cases other than cases under the Bankruptcy Code.

5
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 7 of 20

Desc Main

13.

In accordance with the Interim Compensation Order, Waller served monthly fee

statements (each a “Monthly Fee Statement”) seeking interim compensation for professional services rendered and reimbursement of expense incurred in these chapter 11 cases. During the Application Period, Waller served the following Monthly Fee Statements:6 Period Encompassed 4/1/2012 – 4/30/2012 5/1/2012 – 5/31/2012 6/1/2012 – 6/30/2012 Requested Fees $166,515.50 $239,082.50 $19,938.00 Requested Expenses $8,780.28 $20,430.62 $2,684.45 Fees Paid (85%) $141,538.17 $203,220.12 $16,947.30 Expenses Paid (100%) $8,780.28 $20,430.62 $2,684.45

SUMMARY OF PROFESSIONAL SERVICES RENDERED 14. During the Application Period, Waller’s services to the Debtors in connection

with these chapter 11 cases have been necessary and beneficial to the Debtors and their estates, creditors and other parties in interest. Throughout the Application Period, the variety and complexity of the issues involved in these cases and the need to address those issues on an expedited basis, have required Waller, in a discharge of its professional responsibilities, to devote significant time by professionals on a daily basis, and often through night and weekend work. 15. The following summary, by project category, is intended only to highlight the

most significant professional services rendered by Waller to the Debtors during the Application Period, and it is not meant to be a detailed description of all of the work performed.7 Detailed
6

Pursuant to the Interim Compensation Order, if no objection was served within ten (10) days of the date of service of the Monthly Fee Statement, then Waller was entitled to received eighty-five percent (85%) of the fees and one hundred percent (100%) of the expenses set forth therein. The following summary does not describe categories related to Claims Objections/Administration, Employee Benefits/Pensions, Financing/Cash Collateral, General Bankruptcy Advice/Opinions,

7

6
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 8 of 20

Desc Main

descriptions of the day-to-day services provided by Waller and the time expended performing such services in each project category is fully set forth on Exhibit A annexed hereto.8 For the convenience of the Court and parties in interest, included at the beginning of Exhibit A is a summary of the aggregate amount of time and fees billed to each of the following project categories during the Application Period. (a) Asset Disposition: This category was used to record time spent on work

related to the sale of substantially all of the Debtors’ assets. Waller attended to a myriad of issues respecting the sale. Waller, among other things, participated in numerous closing calls and meeting with the purchaser and other interested buyers, negotiated and prepared various documents necessary to implement and consummate the closing of the sale, attended to a host of closing and post-closing issues, and prepared a transition services agreement and attended to related transition matters. Waller also drafted expedited motions to modify the DIP Order and Bidding Procedures Order to reschedule the certain events, including the date of the sale hearing and closing date of the sale, which were granted by orders of the Court entered on April 16, 2012 and May 10, 2012. Further, Waller prepared a proposed sale order, resolved formal and informal objections to the sale, including those filed by the Committee and US Trustee, prepared for and attended the hearing to approve the sale to CSHM, LLC, and negotiated an amended sale order, which was approved by an order of the Court entered on May 30, 2012. (b) Assumption/Rejection of Leases and Contracts: This category was used to

record time spent on work related to Debtors’ executory contracts and unexpired leases.

Intellectual Properties, Plan and Disclosure Statement, Relief from Stay/Adequate Protection Proceedings, and Tax Issues as those categories represent a de minimis amount of the total fees sought during the Application Period.
8

Electronic copies of the detailed narratives and time records broken down by phase and task codes were previously transmitted to the U.S. Trustee in connection with the Monthly Fee Statements.

7
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 9 of 20

Desc Main

Specifically, Waller attended to and coordinated with the Debtors on matters relating to the assumption/rejection of contracts and leases in accordance with the Court-approved procedures. Waller prepared notices of assumption and assignment of contracts and leases in connection with the sale, including notice of the Debtors’ proposed cure amounts. Waller also prepared an omnibus motion to reject certain contracts and leases, which was granted by an order of the Court entered on June 28, 2012. Waller also negotiated a resolution to Adventure 3 Properties, LP’s motion to compel assumption or rejection of its lease with the Debtors, which resolution was granted by an agreed order entered by the Court on May 25, 2012. Further, Waller

negotiated with various counter-parties to executory contracts regarding the assumption of their contracts and the cure amounts payable in connection therewith. (c) Other Contested Matters. This category was used to record time spent on

matters related to the Committee’s 2004 examination, lien challenges and objections to the proposed sale. (d) Board of Directors Matters: This category was used to record time spent

advising the Debtors and the Board as to corporate matters, including the sales process and the post-closing transition of operations. Waller also participated in board meetings and prepared numerous corporate documents and board records. (e) Business Operations. This category was used to record time spent on

matters related the Debtors’ business operations, including time spent advising the Debtors regarding the transition of business operations to the purchaser, settlement of certain EEOC matters and compliance issues. (f) Case Administration: This category includes administrative matters

related to the development of case strategy such as pleading organization and other general

8
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 10 of 20

Desc Main

correspondence including document review and document drafting. During the application period, Waller maintained constant communication with the Debtors, the Committee, the US Trustee and other parties-in-interest, responding to inquiries and providing relevant information respecting the progress of the Debtors’ chapter 11 cases. Waller advised the Debtors concerning the general administration of their chapter 11 cases and compliance with their obligations under the Bankruptcy Code and Bankruptcy Rules. Waller had numerous telephone conferences with the Debtors and the its personnel and retained professionals covering a multitude of subjects. Additionally, Waller prepared amendments to the Debtors’ schedules and statements of financial affairs, which filed with the Court on May 10, 2012. Waller also prepared for and attend multiple hearings before the Court during the Application Period. (g) Fee/Employment Applications and Objections: This category relates to

the analysis of retention issues and drafting of retention documents related to the employment of professionals in these cases to record time spent preparing, revising and reviewing fee applications. Waller regularly prepared monthly fee statements detailing the work it had done in connection with the Debtors’ chapter 11 cases, and the compensation and expense reimbursements sought in respect thereof. The fee statements were each prepared and served in accordance with the Interim Compensation Order. Waller prepared a first interim fee application covering the fees and expenses set forth in its February 2012 and March 2012 monthly fee statements, which was granted in full on an interim basis pursuant to an order of this Court entered on June 28, 2012. Waller also assisted the Debtors’ other professionals with the

preparation and filing of their respect fee reports and fee applications. Additionally, Waller prepared and filed retention applications to authorize the Debtors to retain certain ordinary

9
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 11 of 20

Desc Main

course professionals, which were granted by orders of the Court entered on May 2, 2012 and June 6, 2012. (h) Litigation: This category was used to record time spent on work related to

non-bankruptcy litigation matters such as employment disputes and litigation and other disputes and litigation relating to the dental facilities managed by the Debtors. Waller spent time

negotiating settlements, responding to subpoenas, and legal research relating to these matters. (i) Meeting and Communications with Creditors: This category was used to

record time spent on work related to responding to questions and concerns of the many creditors and vendors of the Debtors and Committee requests for information. Waller also spent time conferring with the Committee and other creditor constituencies on matters relating to the sale of the Debtors’ assets, including various issues and objections raised in connection with the sale and potential challenges to the liens asserted by the pre- and post-petition lenders, in addition to conducting initial discussions with the Committee regarding the structure of a plan of liquidation to be filed in these cases. (j) Regulatory: This category was used to record time spent on work related

to corresponding with and advising the Debtors concerning various regulatory matters with respect to the Debtors and the non-Debtor dental facilities with whom the Debtors have management service agreements. (k) Restructuring: This category was used to record time spent on work

related to the Debtors’ sale, the negotiation and drafting of a non-disclosure agreement, termination of certain management service agreements, analysis of the assumption issues related to certain of the Debtors’ contracts and leases and consideration of wind down scenarios.

10
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 12 of 20

Desc Main

16.

There are five Debtors in these jointly administered cases. As the substantial

majority, if not all, of the work in these bankruptcy cases is for the benefit of all of the Debtors, Waller has created a global bankruptcy billing file for CS DIP, LLC (f/k/a Church Street Healthcare Management, LLC) and the other Debtors, from which Waller then apportions the fees and expenses among the Debtors. However, rather than dividing the fees and expenses equally between all five Debtors, Waller has applied a pro-rata calculation based upon the comparable operational size of each of the Debtors. Attached hereto as Exhibit B is chart that allocates between the Debtors the fees and expenses being requested by Waller during the Application Period by month. 17. A summary of the fees, hours worked and total fees requested by each time-

keeper for the Application Period is attached as Exhibit C. ALLOWANCE OF COMPENSATION 18. The allowance of interim compensation of services rendered and reimbursement

of expenses incurred in bankruptcy cases is expressly provided for in section 331 of the Bankruptcy Code: [A] debtor’s attorney, or any professional person . . . may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered . . . as is provided under section 330 of this title. 11 U.S.C. § 331. 19. With respect to the level of compensation, section 330 of the Bankruptcy Code

provides, in pertinent part, that the court may award to a professional person, including the debtor’s attorney “reasonable compensation for actual, necessary services rendered by the . . . professional person, or attorney . . . .” 11 U.S.C. § 330(a)(1)(A). Section 330(a)(3)(A), in turn, provides that: 11
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 13 of 20

Desc Main

In determining the amount of reasonable compensation to be awarded to . . . [a] professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including – (A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issues or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. § 330(a)(3)(A). 20. Based upon the description of services provided by Waller, Waller believes that it

has satisfied the standards outlined in section 330 of the Bankruptcy Code with respect to the reasonableness of the professional fees requested. Waller believes the professional fees

requested are reasonable and necessary considering the nature and extent of the services provided by Waller. The time and labor spent by Waller were reasonable, necessary and

appropriate to the administration of the Debtors’ chapter 11 cases. As shown by this Second Application and supporting exhibits, Waller’s services were rendered economically and without unnecessary duplication of efforts and were in the best interest of the Debtors, their estates and creditors, and other parties in interest. In addition, compensation for the professional services

12
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 14 of 20

Desc Main

rendered during the Application Period is commensurate with the complexity, importance and nature of the problems, issues and task involved. EXPENSES INCURRED BY WALLER WERE ACTUAL AND NECESSARY 21. As set out in the Retention Application and as approved by the Retention Order,

Waller is entitled to reimbursement of its expenses incurred in connection with these chapter 11 cases. The expenses for which reimbursement is being sought in this Second Application include conference call and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document retrieval, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by the firm to outside copying services for use in mass mailings, travel expenses, expenses for “working meals,” computerized research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. These expenses are intended to cover Waller’s direct operating costs, which costs are not incorporated into the firm’s hourly billing rates. The effect of including such expenses as part of the hourly billing rates would impose that cost upon clients who do not require extensive photocopying and other facilities and services. In accordance with section 330 of the Bankruptcy Code, Waller only seeks reimbursement for the actual cost of such expenses to Waller. 22. Waller has incurred a total of $31,895.35 in expenses on behalf of the Debtors in

providing professional services during the Application Period. Waller records all expenses incurred in connection with the performance of professional services. A summary of these expenses and detailed description of thereof is set forth in Exhibit D attached hereto. Waller has made every effort to minimize its disbursements in these cases.

13
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 15 of 20

Desc Main

WHEREFORE, Waller respectfully requests entry of an order: (i) allowing and awarding compensation for professional services rendered during the Application Period in the amount of $423,772.00 and reimbursement of all actual and necessary expenses incurred by Waller during the Application Period in the amount of $31,895.35, without prejudice to Waller’s right to seek additional compensation for services performed and expenses incurred during this Application Period; (ii) authorizing payment of the Holdback in the amount of $62,066.40; and (iii) granting Waller such other and further relief as just and proper. August 15, 2012 /s/ Katie G. Stenberg______________ John C. Tishler, BPR No. 13441 Katie G. Stenberg, BPR No. 22301 Robert P. Sweeter, BPR No. 28859 WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 john.tishler@wallerlaw.com katie.stenberg@wallerlaw.com robert.sweeter@wallerlaw.com Attorneys for the Debtors and Debtors in Possession

14
9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 16 of 20

Desc Main

EXHIBIT A Detailed Time Entries and Narratives Category Asset Disposition Assumption/ Rejection of Lease and Contracts Other Contested Matters Board of Directors Matters Business Operations Case Administration Claims Objections/ Administration Employee Benefits/ Pensions Fee/ Employment Applications and Objections Financing/ Cash Collections General Bankruptcy Advice/ Opinions Intellectual Properties Litigation Meeting and Communications with Creditors Plan and Disclosure Statement Regulatory Relief From Stay/ Adequate Protection Proceedings Restructuring Tax Issues TOTAL Hours 408.3 49.7 34.2 175.6 44.7 133.5 8.6 10.7 80.5 1.3 12.3 17.1 22.1 16.3 14.0 88.7 .6 28.2 8.2 1154.66 Fees 155,720.00 15,983.00 12,102.00 69,124.50 17,716.00 45,522.00 3,612.00 5,430.00 25,223.50 715.00 4,813.00 5,616.00 7,076.00 7,446.00 5,061.00 25,278.00 114.00 12,760.00 4,460.00 $423,772.00

9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 17 of 20

Desc Main

EXHIBIT B Allocation of Fees and Expenses to each Debtor

CS DIP, LLC (90%) 4/1/2012 – $156,178.60 4/30/2012 5/1/2012 – 5/30/2012 6/1/2012 – 6/30/2012 TOTALS
$233,561.80

SSHC DIP, LLC (0%)
$0.00

EE DIP, INC. (5%)
$8,676.59

FNY DIP, INC. (5%)
$8,676.59

FS DIP, INC. (0%)
$0.00

TOTALS $173,531.78 $259,513.12

$0.00

$12,975.66

$12,975.66

$0.00

$20,360.21

$0.00

$1,131.12

$1,131.12

$0.00

$22,622.45 $455,667.35

411,688.21

$0.00

$22,871.57

$22,871.57

$0.00

9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 18 of 20

Desc Main

EXHIBIT C Timekeeper Summary of Hours billed and Fees Requested Name John C. Tishler Leigh J. Griffith Gerald F. Mace Richard W. Westling James B. Bristol Patsy O. Powers Stephen L. Page Don Moody Robert P. Felber Robb S. Harvey David G. Wilson Paul S. Davidson Colbey B. Reagan Mark W. Peters Katie G. Stenberg Jessica G. Gichner Mark J. Plotkin Robert P. Sweeter Christopher Thomson Shane P. Morris Christopher Siderys Tyson G. Bickley Allyson E. Harper Jessica R. Sievert Emily J. Zibart Trenton J. Poynter Katherine Coe Heard Carol J. Brass Christine T. Cronk Kimberly R. Brent Sarah C. Wills Richard A. Moore Shandra A. Reece TOTALS: Admission Date 1988 1977 1985 1990 1987 1991 1994 1993 1984 1985 1998 1981 2003 1997 2002 2002 2000 2002 2004 2003 2008 2007 2007 2008 2008 2010 2010 2011 Paralegal Paralegal Paralegal Litigation Support Litigation Support Hours Billed Hourly Rates 138.4 8.0 .7 12.7 9.1 4.5 11.6 173.3 2.3 .5 16.3 9.4 3.8 4.9 335.3 4.8 11.6 84.7 1.5 .2 44.3 79.2 30.2 28.4 1.3 1.6 1.1 19.1 97.9 7.3 3.2 6.9 .5 550.00 550.00 550.00 500.00 500.00 460.00 460.00 450.00 440.00 440.00 425.00 420.00 415.00 380.00 370.00 370.00 350.00 335.00 300.00 300.00 260.00 260.00 260.00 250.00 240.00 200.00 200.00 190.00 190.00 180.00 170.00 150.00 150.00 Total 76,120.00 4,400.00 385.00 6,350.00 4,550.00 2,070.00 5,336.00 77,985.00 1,012.00 220.00 6,927.50 3,948.00 1,577.00 1,862.00 124,061.00 1,776.00 4,060.00 28,374.50 450.00 60.00 11,518.00 20,592.00 7,852.00 6,236.00 312.00 320.00 220.00 3,629.00 18,601.00 1,314.00 544.00 1,035.00 75.00 $423,772.00

1154.6 Blended Rate: $341.36

9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 19 of 20

Desc Main

EXHIBIT D Detailed Expense Break-Down EXPENSE Photocopies Scan/ CDs/ Legal Tech Processing Courier Delivery LEXIS Phone Parking Meals Filing Fee Corporate Filings Contract Legal Fees Litigation Consultant 4/1/12 – 4/30/12 140.20 0.00 28.99 51.00 310.42 311.19 21.00 112.48 5,230.00 0.00 2,575.00 0.00 5/1/12 5/31/12 752.10 65.00 60.18 59.00 22.53 530.81 21.00 0.00 120.00 0.00 1,475.00 17,325.00 6/1/12 – 6/30/12 14.60 0.00 31.19 24.00 0.00 38.66 7.00 0.00 0.00 1,569.00 1,000.00 0.00 TOTALS 906.90 65.00 120.36 134.00 332.95 880.66 49.00 112.48 5,350.00 1,569.00 5,050.00 17,325.00

TOTALS $8,780.28 $20,430.62 $2,684.45 $31,895.35

9002652.5

Case 3:12-bk-01573

Doc 494

Filed 08/15/12 Entered 08/15/12 17:43:10 Document Page 20 of 20

Desc Main

Sign up to vote on this title
UsefulNot useful