IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 Case BLS Doc 312 Filed 08/03/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PHOENIX BRANDS LLC, et al.,' Case No (BLS Debtors. (Jointly Administered Re: Docket No. 273 CERTIFICATION OF COUNSEL SUBMITTING ORDER GRANTING APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF DELOITTE FINANCIAL ADVISORY SERVICES LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 2, 2016 The undersigned counsel to the Official Committee of Unsecured Creditors (the "Committee" appointed in the chapter 11 cases of Phoenix Brands LLC, et al., hereby certifies: 1. On July 14, 2016, the Committee filed the Application of the Official Committee of Unsecured Creditors for an Order Authorizing and Approving the Employment and Retention of Deloitte Financial Advisory Services LLP ("Deloitte" as Financial Advisor to the Official Committee of Unsecured Creditors, Nunc Pro Tune to June 2, 2016 [D.I. 273] (the "Application". 2 Pursuant to the notice of the Application [D.I. 273], the deadline to respond to the Application was August 2, 2016 (the "Objection Deadline". filed. 2. The Objection Deadline has passed and no formal objections or responses were 2 The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands LLC, (4609, Phoenix Brands Parent LLC, (8729, Phoenix North LLC, (no EN, Phoenix Brands Canada ULC (a Nova Scotia Company, Phoenix Brands Canada Laundry LLC (no EN, and Phoenix MT LLC (5149. The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1B8. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application /03/2016

2 Case BLS Doc 312 Filed 08/03/16 Page 2 of 2 3. Prior to the Objection Deadline, the United States Trustee informally responded to the Application. Deloitte and the United States Trustee agreed to a revised proposed order that resolves the United States Trustee's informal response to the Application. 4. Attached hereto as Exhibit "A" is a proposed order (the "Order" that incorporates the parties' agreed-upon changes. Attached hereto as Exhibit "B" is a marked version of the Order, showing changes against the proposed order filed along with the Application. 5. The undersigned counsel respectfully requests that the Court sign the Order and direct that it be docketed, without further notice or hearing. Dated: August 3, 2016 SAUL EW G LLP Mark Minuti (DE Bar No Lucian B. Murley (DE Bar No North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE Telephone: ( Facsimile: ( mminuti@saul.com lmurley@saul.com -and Sharon L. Levine One Riverfront Plaza 1037 Raymond Blvd., Suite 1520 Newark, NJ Telephone: ( Facsimile: ( slevine@saul.com Counsel to the Official Committee of Unsecured Creditors of Phoenix Brands LLC, et al /03/

3 Case BLS Doc Filed 08/03/16 Page 1 of 4 EXHIBIT A PROPOSED REVISED ORDER /03/2016

4 Case BLS Doc Filed 08/03/16 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PHOENIX BRANDS LLC, et al., 1 Case No (BLS Debtors. (Jointly Administered Re: Docket Nos. 273 and ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF DELOITTE FINANCIAL ADVISORY SERVICES LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF JUNE 2, 2016 Upon consideration of the Application (the "Application" submitted by the Official Committee of Unsecured Creditors in the above-captioned cases (the "Committee" for entry of an order authorizing the retention and employment of Deloitte Financial Advisory Services LLP ("Deloitte FAS" as financial advisor pursuant to section 1103(a of title 11 of the United States Code (the "Bankruptcy Code", Rule 2014(a of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules", and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"; upon the Declaration of John Doyle filed in support of the Application; and the Court being satisfied that (a jurisdiction over the Application is proper; (b Deloitte FAS is a "disinterested person" as that term is defined under section 101(14 of the Bankruptcy Code and represents no interests adverse to the Debtors' estates with respect to the matters for which it will be engaged; (c the retention of Deloitte FAS is necessary and in the best interest of the Committee, Debtors' estates and The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands LLC, (4609, Phoenix Brands Parent LLC, (8729, Phoenix North LLC, (no BIN, Phoenix Brands Canada ULC (a Nova Scotia Company, Phoenix Brands Canada Laundry LLC (no BIN, and Phoenix RIT LLC (5149. The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1B /03/2016

5 Case BLS Doc Filed 08/03/16 Page 3 of 4 creditors; and (d notice of Application was adequate and sufficient under the circumstances; and upon submission of this Order by certification of counsel for the Committee; IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. The Application is granted as set forth herein; 2. In accordance with 11 U.S.C. 1103(a, the Committee is authorized and empowered to retain and employ Deloitte FAS, nunc pro tunc to June 2, 2016, as its financial advisor pursuant to the terms of the Engagement Letter; 3. Deloitte FAS shall be compensated for services rendered to the Committee, including fees and expenses incurred, pursuant to the Engagement Letter and the filing of appropriate applications for allowance of interim and final compensation in accordance with the procedures set forth in 11 U.S.C. 330 and 331, the Federal Rules of Bankruptcy Procedure, and the Local Rules of this Court; 4. Deloitte FAS will not (i be entitled to seek reimbursement of its attorney's fees and expenses incurred in connection with any objection to its fee applications filed in these cases and (ii charge overtimes rates or for secretarial services; 5. Section 9 of the General Business Terms & Conditions (Appendix A of the Engagement Letter shall be deemed deleted; 6. Prior to any increases in Deloitte FAS's rates above the rates set forth in the Engagement Letter, Deloitte FAS shall file a supplemental declaration with this Court and provide ten business days' notice to the Debtors, the United States Trustee, and any official committee appointed in the Chapter 11 Cases. The supplemental declaration shall explain the basis for the requested rate increases in accordance with Bankruptcy Code section 330(a(3(F and state whether the Committee has consented to the rate increase. The United States Trustee /03/

6 Case BLS Doc Filed 08/03/16 Page 4 of 4 retains all rights to object to any rate increase on all grounds, including, but not limited to, the reasonableness standard provided for in Bankruptcy Code section 330, and this Court retains the right to review any rate increase, pursuant to Bankruptcy Code section 330; 7. Deloitte FAS will seek Court approval upon notice and a hearing if it uses personnel other than its and its affiliates U.S. personnel to perform professional services under the Engagement Letter; and 8. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation and/or interpretation of this Order. Dated: August, 2016 The Honorable Brendan L. Shannon Chief United States Bankruptcy Judge /03/

7 Case BLS Doc Filed 08/03/16 Page 1 of 4 EXHIBIT B MARKED VERSION OF ORDER /03/2016

8 Case BLS Doc Filed 08/03/16 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PHOENIX BRANDS LLC, et al.,' Case No (BLS Debtors. (Jointly Administered Re: Docket ''=o1vam. 273 and ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF DELOITTE FINANCIAL ADVISORY SERVICES LLP AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF JUNE 2, 2016 Upon consideration of the Application (the "Application" submitted by the Official Committee of Unsecured Creditors in the above-captioned cases (the "Committee" for entry of an order authorizing the retention and employment of Deloitte Financial Advisory Services LLP ("Deloitte FAS" as financial advisor pursuant to section 1103(a of title 11 of the United States Code (the "Bankruptcy Code", Rule 2014(a of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules", and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"; upon the Declaration of John Doyle filed in support of the Application; and the Court being satisfied that (a jurisdiction over the Application is proper; (b Deloitte FAS is a "disinterested person" as that term is defined under section 101(14 of the Bankruptcy Code and represents no interests adverse to the Debtors' estates with respect to the matters for which it will be engaged; (c the retention of Deloitte FAS is necessary and in the best interest of the Committee, Debtors' estates and The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands LLC, (4609, Phoenix Brands Parent LLC, (8729, Phoenix North LLC, (no EIN, Phoenix Brands Canada ULC (a Nova Scotia Company, Phoenix Brands Canada Laundry LLC (no EN, and Phoenix RhT LLC (5149. The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1B8. I ,5 8/2/16

9 Case BLS Doc Filed 08/03/16 Page 3 of 4 creditors; and (d notice of Application was adequate and sufficient under the circumstances; and UDOfl submission of thilorder by certification olcoimselfotihe Committee IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. The Application is granted as set forth herein; 2. In accordance with 11 U.S.C. 1103(a, the Committee is authorized and empowered to retain and employ Deloitte FAS, nunc pro tunc to June 2, 2016, as its financial advisor pursuant to the terms of the Engagement Letter; 3. Deloitte FAS shall be compensated for services rendered to the Committee, including fees and expenses incurred, pursuant to the Engagement Letter and the filing of appropriate applications for allowance of interim and final compensation in accordance with the procedures set forth in 11 U.S.C. 330 and 331, the Federal Rules of Bankruptcy Procedure, and the Local Rules of this Court; and 4. Deloitte FAS will not (i be entitled to seek reimbursement of its attorney's fees and expenses incurred in connection with any objection to its fee applications filed in these cases aradijachalge_oiertinaesiates_orfouggiguialamkm 5 Section 9 of the General Business Terms & litionithapodix A_Lor the Engagement Letter shall be deemed deleted; 6. Prior to any increases in Deloitte FAS's rates above the rates set forth in the Engagement Letter Delojtte FAS shall file a supplemental declaration with this Court and provide ten business days' notice to the Dehtorsthe United States Trustee, and any official ommitekappointedinakslauter1lcost s_.''e_s_i hvatgmcatalskdaratjgn_shailexplajjlthe basis for the requested rate increases_in accordance with Bankruptcy Code section 330(a(3(F and state whether the Committee has consented to the rate increase. The United States Trustee I A ,5 8/2/16 2

10 Case BLS Doc Filed 08/03/16 Page 4 of 4 retains all rights to o1iect toany_rateincrepse on all zrounds inc1uding but not limj.tecltojhe reasonableness standard provided for in Bankruptcy Code section 330, and this Court retains the rightulreniew_anyiate_inprock,_parsnantiqaa personnel other than its and its affiliates U.S. personnel to perform professional services under the Engagement Lettm_and 48. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation and/or interpretation of this Order. I Dated: August,2016 The Honorable Brendan L. Shannon Chief United States Bankruptcy Judge I /02/ /2/16 3

11 Case BLS Doc Filed 08/03/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PHOENIX BRANDS LLC, et al., Debtors. Chapter 11 Case No (BLS (Jointly Administered CERTIFICATE OF SERVICE I, Lucian B. Murley, hereby certify that on August 3, 2016, I caused a copy of the foregoing Certification of Counsel Submitting Order Granting Application of the Official Committee of Unsecured Creditors for an Order Authorizing and Approving the Employment and Retention of Deloitte Financial Advisory Services LLP as Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tune to June 2, 2016 to be served via First Class Mail on the parties on the attached service list. SAUL EWING LLP Dated: August 3, 2016 By: Lucian B. Murley (DE Bar No North Market Street, Suite 2300 P. 0. Box 1266 Wilmington, DE ( /3/16

12 Case BLS Doc Filed 08/03/16 Page 2 of 3 PHOENIX BRANDS LLC, et al., Service List Laura Davis Jones, Esquire Joseph Mulvihill, Esquire Pachulski Stang Ziehl & Jones 919 North Market Street, 17th Floor Hannah Mufson McCollum, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Robert Dehney, Esquire Marcy J. McLaughlin, Esquire Morris, Nichols, Arsht & Tunnell 1201 N. Market Street P.O. Box 1347 Wilmington, DE Jeremy W. Ryan, Esquire R. Stephen McNeill, Esquire Potter Anderson & Corroon LLP 1313 N. Market Street, 6th Floor P.O. Box 951 David M. Klauder, Esquire Bielli & Klauder, LLC 1204 N. King Street Domenic E. Pacitti, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite Rachel B. Mersky, Esquire Monzack Mersky McLaughlin & Browder 1201 N. Orange Street, Suite 400 Joseph H. Huston, Jr., Esquire Stevens & Lee, P.C. 919 N. Market Street, Suite 1300 Michael J. Barrie, Esquire Kevin M. Capuzzi, Esquire Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Ellen Slights, Esquire U.S. Attorney's Office 1007 N. Orange Street, Suite 700 P.O. Box 2046 Wilmington, DE Joseph Moldovan, Esquire Robert K. Dakis, Esquire Morrison Cohen LLP 909 Third Avenue New York, NY Zachary Garrett, Esquire Dimitri G. Karcazes, Esquire Goldberg Kohn Ltd. 55 East Monroe Street, Suite 3300 Chicago, IL John T. Weber, Esquire Kirkland & Ellis LLP 601 Lexington Avenue New York, NY Morton R. Branzburg, Esquire Klehr Harrison Harvey Branzburg LLP 1835 Market Street Philadelphia, PA /3/16

13 Case BLS Doc Filed 08/03/16 Page 3 of 3 Vadim J. Rubinstein, Esquire Loeb & Loeb 345 Park Avenue New York, NY Christopher Kelly, Esquire Karl Block, Esquire Loeb & Loeb Santa Monica Blvd. Los Angeles, CA Kenneth Rosen, Esquire Paul Kizel, Esquire Nicole M. Brown, Esquire Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ Vicente Matias Murrell, Esquire Pension Benefit Guaranty Corporation Office of the Chief Counsel 1200 K Street, N.W. Washington, D.C Edmond O'Brien, Esquire Stempel Bennett Claman & Hochberg, PC 675 Third Avenue, 31st Floor New York, NY Jeffrey W. Levitan, Esquire Scott K. Rutsky, Esquire Proskauer Rose LLP Eleven Times Square New York, NY Akzo Nobel Surface Chemistry LLC Attn: Keith Porapaiboon 525 W. Van Buren Chicago, IL Berry Plastics Corporation Attn: Tammy Alstadt 101 Oakley Street Evansville, IN DS Containers, Inc. Attn: Mark J. Baiocchi 1789 Hubbard Avenue Batavia, IL International Paper Attn: Mark Wilkund 1740 International Drive Memphis, TN XPO Logistics Worldwide, LLC Attn: Richard EF Valitutto 4035 Piedmont Pkwy High Point, NC Internal Revenue Service Centralized Insolvency Operation P.O. Box 7346 Philadelphia, PA Madison Capital Funding Attn: Accounts Manager, Phoenix Brands 30 South Wacker Drive, Suite 3700 Chicago, IL Lincolnshire Management, Inc. Attn: President or Legal Department 780 Third Avenue, 40th Floor New York, NY ,1 8/3/16 2