Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 1 of 6

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1 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION In re: Chapter 11 ASTROTURF, LLC, Case No PWB Debtor. APPLICATION FOR AUTHORITY TO RETAIN KING & SPALDING LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE AstroTurf, LLC (the Debtor files this Application for Authority to Retain King & Spalding LLP as Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the Application. In support of the Application, the Debtor respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. 157 and Consideration of this Application is a core proceeding pursuant to 28 U.S.C. 157(b. Venue of this proceeding is proper before this Court pursuant to 28 U.S.C and The statutory predicates for the relief requested herein are Section 327 of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code, and Rules 2014, 2016, and 5002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules. BACKGROUND 3. On June 28, 2016 (the Petition Date, the Debtor filed a voluntary petition with the Court under chapter 11 of the Bankruptcy Code. DMSLIBRARY01\ v2

2 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 2 of 6 4. The factual background relating to the Debtor s commencement of this case is set forth in detail in the Declaration of Sean M. Harding in Support of First Day Motions (Docket No. 14 filed on the Petition Date and incorporated herein by reference. 5. The Debtor has continued in possession of its properties and has continued to operate and manage its business as a debtor in possession pursuant to Sections 1107(a and 1108 of the Bankruptcy Code. 6. On July 7, 2016, an official committee of unsecured creditors was appointed in this case. No request has been made for the appointment of a trustee or examiner. RELIEF REQUESTED 7. By this Application, the Debtor respectfully requests the entry of an order, pursuant to Section 327(a of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing it to employ King & Spalding LLP ( K&S as its bankruptcy and restructuring counsel in this chapter 11 case and any related proceedings. BASIS FOR RELIEF 8. Pursuant to Section 327(a, the Debtor requests that the Court approve its retention of K&S as its bankruptcy and restructuring attorneys on and as of the Petition Date to perform the legal services that will be necessary during its chapter 11 case in accordance with K&S s normal hourly rates and disbursement policies. 9. The Debtor has selected K&S as its attorneys because of the firm s extensive experience and knowledge and its recognized expertise in the field of debtors protections, creditors rights, and business reorganizations under chapter 11 of the Bankruptcy Code, as well as in other areas of law related directly or indirectly to this chapter 11 case. K&S has the 2

3 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 3 of 6 necessary background to deal effectively with the potential legal issues and problems that may arise in the context of the Debtor s bankruptcy case. The Debtor believes that K&S is both well qualified and uniquely able to represent it in this case and in other matters in a most efficient and timely manner. 10. In assisting with the preparation for, and filing of, this chapter 11 case, K&S s attorneys have become familiar with the complex factual and legal issues that have to be addressed in this chapter 11 case. The retention of K&S, with its knowledge of and experience with the Debtor, will assist in the efficient administration of the Debtor s estate, thereby minimizing the expense to the estate. 11. The employment of K&S is appropriate and necessary to enable the Debtor to execute faithfully its duties as debtor and debtor in possession. Subject to further order of this Court, it is proposed that K&S be employed for the following purposes: (a (b (c (d (e (f to advise the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business; to take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor s behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor s estate; to prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor s estate; to negotiate and prepare on behalf of the Debtor a plan, a disclosure statement, and all related documents; to negotiate and prepare documents relating to the disposition of assets, as requested by the Debtor; to advise the Debtor on finance, finance-related matters and transactions, and matters relating to the sale of the Debtor s assets; and 3

4 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 4 of 6 (g to perform such other legal services for the Debtor as may be necessary and appropriate. 12. It is necessary for the Debtor to employ attorneys to render the foregoing services. 13. K&S has stated its desire and willingness to act in this case and to render the necessary professional services as attorneys for the Debtor. 14. To the best of the Debtor s knowledge: (a K&S neither holds nor represents any interest adverse to the Debtor s estate; (b K&S is not a creditor, an equity security holder, or an insider of the Debtor; (c K&S is not and was not a director, officer, or employee of the Debtor; and (d except as specifically disclosed more fully in the Declaration of Paul K. Ferdinands and Disclosure of Compensation (the Ferdinands Declaration attached hereto as Exhibit A, K&S has had no connection with the Debtor, its creditors, any party-in-interest, the United States Trustee, the Bankruptcy Judge presiding in this case, or any person employed in the Office of the United States Trustee. The Debtor believes that K&S is a disinterested person within the meaning of Sections 101(14 and 327(a of the Bankruptcy Code. 15. Pursuant to Section 328(a of the Bankruptcy Code, the Debtor may retain K&S on any reasonable terms and conditions. The Debtor and K&S have agreed that K&S will be compensated for services at hourly rates and be reimbursed for reasonable and necessary expenses, subject to approval of the Court under Section 330 of the Bankruptcy Code. The current standard hourly rates of attorneys resident in K&S s Atlanta office range from a low of $275 per hour for the firm s most junior associates to as much as $1,250 per hour for certain of the firm s most senior partners, and the current standard hourly rates of paralegals and legal assistants resident in K&S s Atlanta office range from a low of $190 to a high of $325. The K&S 4

5 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 5 of 6 professionals and paraprofessionals expected to be most active in the Debtor s chapter 11 case and their current hourly rates include: Paul K. Ferdinands, Partner Mark M. Maloney, Partner Jeff Dutson, Senior Associate Karyn Heavenrich, Associate Toni Silva, Paralegal $935 per hour $925 per hour $680 per hour $400 per hour $285 per hour Other K&S attorneys and paraprofessionals may from time to time participate in the representation of the Debtor. The firm s standard hourly rates are subject to adjustment annually as of January 1 of each year. 16. K&S will file fee applications with the Court in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for the United States Bankruptcy Court for the Northern District of Georgia, and orders of this Court. 17. Prior to the Petition Date, K&S received certain amounts, as set forth in the Ferdinands Declaration, from the Debtor as a general retainer. NOTICE 18. Notice of this Application has been provided to the parties on the Master Service List established in this case. In light of the nature of the relief requested, the Debtor submits that no further notice is necessary. 5

6 Case pwb Doc 64 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Main Document Page 6 of 6 CONCLUSION WHEREFORE, the Debtor respectfully requests that this Court: (a enter an order in the form attached hereto as Exhibit B authorizing the retention of K&S as counsel to the Debtor nunc pro tunc to the Petition Date; and (b grant the Debtor such other and further relief as is just and proper. This 8th day of July, Atlanta, Georgia Respectfully submitted, AstroTurf, LLC By: /s/ Sean M. Harding Name: Sean M. Harding Title: Chief Restructuring Officer

7 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 1 of 10 EXHIBIT A Declaration of Paul K. Ferdinands and Disclosure of Compensation

8 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 2 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION In re: Chapter 11 ASTROTURF, LLC, Case No PWB Debtor. DECLARATION OF PAUL K. FERDINANDS AND DISCLOSURE OF COMPENSATION I, Paul K. Ferdinands, hereby state and declare as follows: 1. I am a partner in the firm of King & Spalding LLP ( K&S, a law firm that maintains an office at 1180 Peachtree Street, Atlanta, Georgia I am duly authorized to make this Declaration on behalf of K&S, and I make this Declaration in support of the Application for Authority to Retain King & Spalding LLP as Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the Application of AstroTurf, LLC (the Debtor. The facts set forth in this Declaration are personally known to me and, if called as a witness, I could and would testify thereto. All capitalized terms used but not defined herein shall have the meanings given to them in the Application. 2. Neither K&S, nor any partner of, associate of, or counsel to K&S represents any entity other than the Debtor in, or in connection with, the Debtor s chapter 11 case. 3. K&S is a disinterested person, as that term is defined in Section 101(14 of the Bankruptcy Code, in that, except as otherwise disclosed herein, K&S, its partners, counsel, and associates: (a (b are not creditors, equity holders, or insiders of the Debtor; are not and were not, within two (2 years before the Petition Date, a director, officer, or employee of the Debtor; and

9 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 3 of 10 (c do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. 4. K&S is not a creditor of the Debtor. K&S was initially retained by the Debtor as its counsel on or about October 12, At the beginning of K&S s engagement, the Debtor paid a retainer payment to K&S in the amount of $250,000. At various times subsequent to that payment, K&S applied portions of the retainer to outstanding invoices. From the date of its retention through the Petition Date, there was no point in time when the aggregate amount owed by the Debtor to K&S (including outstanding invoices and accrued but unbilled fees and expenses exceeded the amount of the retainer then held by K&S. In the 90 days prior to the Petition Date, the Debtor paid K&S approximately $391, for services rendered and as reimbursement for expenses incurred. Immediately prior to the filing of the Debtor s bankruptcy case, K&S offset all of its unpaid fees and expenses against the retainer. As a result of such offset, the retainer was reduced to $6, All amounts remaining in the retainer after application of such retainer to pre-filing fees and expenses shall be retained by K&S and applied pursuant to orders of this Court. 5. To the best of my knowledge, information, and belief formed after reasonable inquiry, other than in connection with this case and other than disclosed in this Declaration, neither I nor K&S has any connection with the Debtor, its creditors, the United States Trustee, the Bankruptcy Judge presiding in this case, or any other party with an actual or potential interest in this chapter 11 case (or its respective attorneys or accountants, except that: (a K&S may have appeared from time to time in the past, and may appear in the future, in other cases or 1 This amount includes all cash payments received from the Debtor during the 90 days prior to the Petition Date. This amount does not include applications of the retainer held by K&S to outstanding invoices. 2

10 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 4 of 10 matters in which one or more of such parties may have been or may be involved; and (b K&S may have been retained by certain creditors and other parties-in-interest or their attorneys, accountants, or professionals in other cases or matters unrelated to the Debtor or its chapter 11 case. 6. K&S has researched its client database to determine whether it has any relationships with the following entities (collectively, the Interested Parties : (a (b (c (d (e (f the Debtor; the Debtor s twenty (20 largest unsecured creditors (excluding insiders as of June 27, 2016; the Debtor s current officers and board of managers; the Debtor s past officers and board of managers within the last two years; the Debtor s accountants; and those other creditors and parties-in-interest listed on Attachment 1 hereto. The identities of the Interested Parties were provided to K&S by the Debtor and are listed on Attachment 1 hereto. 7. Neither the term connection as used in Bankruptcy Rule 2014 nor the proper scope of a professional s search for connection has been defined. Therefore, out of an abundance of caution, I am disclosing many representations that are not, to my understanding, disqualifying or problematic under either the Bankruptcy Code or applicable standards of professional ethics. 8. I have reviewed the results from a search of our client database with regard to the Interested Parties, and I have indicated on Attachment 1 whether K&S currently represents an Interested Party, has represented an Interested Party in the past two years, or represents an 3

11 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 5 of 10 affiliate of an Interested Party. Any representation of these parties is or was in connection with matters totally unrelated to the Debtor or its chapter 11 case. 9. As part of its practice, K&S appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment bankers, including other professionals representing the Debtor. In certain instances, such professionals may be the client of K&S or may represent K&S. All of the other cases, proceedings, and transactions in which K&S is involved and professionals representing the Debtor or other parties-in-interest are also involved are totally unrelated to the Debtor and its chapter 11 case. 10. There are over one thousand creditors and parties-in-interest in the Debtor s chapter 11 bankruptcy case. I anticipate that a review of K&S s client database with regard to all of the Debtor s creditors and parties-in-interest would disclose that K&S previously represented or currently represents one or more creditors or parties-in-interest (or one or more of their respective parent companies, subsidiaries, and affiliates in addition to those of the Interested Parties who are specifically identified in Attachment 1. My review of the results of the search of our client database indicates, however, that any and all such other representation(s of a creditor, a party-in-interest, or an affiliate of a creditor or party-in-interest would have been or would be in connection with matters totally unrelated to the Debtor or its chapter 11 case. 11. The Debtor consented to the continued and future representation by K&S of persons and entities who are creditors or parties in interest in its chapter 11 case on matters unrelated to the Debtor and its chapter 11 case, and has waived any conflict that might otherwise exist (or be alleged to exist as a result of such other unrelated representations. 12. K&S has advised the Debtor that K&S would not be able to represent the Debtor in an adversary proceeding if the adverse party in that adversary proceeding is a client of K&S 4

12 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 6 of 10 from whom K&S has not first obtained an appropriate waiver and consent. The Debtor has consented to these limitations on the scope of K&S s representation in this bankruptcy case. If needed, the Debtor intends to employ a separate firm of lawyers to serve as conflicts counsel to address any conflict situation that might arise. The employment of conflicts counsel is routine in bankruptcy cases of comparable size and complexity to those of the Debtor. 13. Notwithstanding the foregoing, to the best of my knowledge, information, and belief formed after reasonable inquiry, neither I nor K&S holds or represents any interest adverse to the Debtor s estate. 14. Subject to the Court s approval of the Application, K&S will earn and receive only those fees and other payments authorized by this Court. 15. In consideration for services to be rendered to the Debtor in this chapter 11 case, K&S, subject to the approval of the Court, will be compensated for such services rendered at its standard hourly rates and will be reimbursed for all reasonable and necessary out-of-pocket expenses. 16. The current standard hourly rates of attorneys resident in K&S s Atlanta office range from a low of $275 per hour for the firm s most junior associates to as much as $1,250 per hour for certain of the firm s most senior partners, and the current standard hourly rates of paralegals and legal assistants resident in K&S s Atlanta office range from a low of $190 to a high of $325. The K&S professionals and paraprofessionals expected to be most active in the Debtor s chapter 11 case and their current hourly rates include: Paul K. Ferdinands, Partner Mark M. Maloney, Partner Jeff Dutson, Senior Associate $935 per hour $925 per hour $680 per hour 5

13 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 7 of 10 Karyn Heavenrich, Associate Toni Silva, Paralegal $400 per hour $285 per hour Other K&S attorneys and paraprofessionals may from time to time participate in the representation of the Debtor. The firm s standard hourly rates are subject to adjustment annually as of January 1 of each year. 17. No agreement or understanding in any form or guise exists between K&S and any other person for a division of compensation for services rendered in or in connection with this case, and no such division of compensation prohibited by Section 504 of the Bankruptcy Code will be made, except among partners of K&S. K&S has not shared or agreed to share any compensation received in this case with any entity other than its partners. 18. Accordingly, I believe the proposed employment of K&S is appropriate under Section 327(a of the Bankruptcy Code and is not prohibited by or improper under Rule 5002 of the Federal Rules of Bankruptcy Procedure. K&S and the professionals it employs are qualified to represent the Debtor in the matter for which K&S is proposed to be employed. 19. To the extent any information disclosed herein requires amendment or modification upon K&S s completion of further review or as additional party-in-interest information becomes available, a supplemental declaration will be submitted to the Court reflecting such amended or modified information. I declare under penalty of perjury pursuant to 28 U.S.C that the foregoing is true and correct. Executed on July 8, 2016, at Atlanta, Georgia. /s/ Paul K. Ferdinands Paul K. Ferdinands 6

14 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 8 of 10 Attachment 1 PARTY Debtor AstroTurf, LLC Current Representation Yes Prior Representation Affiliate Representation Certain Entities Related to the Debtor Georgia, Inc. d/b/a Mainline Carpets Synthetic Turf Resources, LLC Franklin Guaranty and Indemnity, Inc. Legacy Guaranty and Indemnity, Inc. Specialty Guaranty and Indemnity, Inc. Fidelity Guaranty and Indemnity, Inc. First Bank of Dalton Crystal Products Co., Inc. UTGH Equipment, LLC Universal Textile Technologies, LLC Global Textile Services, LLC Varsity Carpet Services, Inc. Carpet & Rug Backing & Supplies, Inc. Chem-Tech Finishers, Inc. PCSR, LLC d/b/a Textile Coating Emerald Carpets, Inc. Premier Polymers, LLC Synthetic Turf Fabrication Division Gemini Enterprises of North CRB, Inc. Central Supply Top 20 Unsecured Creditors Brock International Liberty Tire Recycling MAPEI Genan, Inc. Playing Surface Solutions, Inc.

15 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 9 of 10 C&S CPT Logistics, Inc. Sports Install West, Inc. DRC Enterprises Sports Construction Management Rhode Island Hospital Research Finance Texas Sports Builders, Inc. Sports Contracting Group LLC Swank Sports LLC Armacell, LLC Target Technologies Inc. Asphalt, Fabric & Engineering, Inc. SEFL Sportsfield Specialties, Inc. TPK, Inc. Kintex Industries Current Officers and Directors W. Bryan Peeples Heard Smith Robert Staten Sean M. Harding Former Officers and Directors Andrew D. Appleby Michael A. Dennis Lessors of Real Property Crystal Building Partnership General Sports Entertainment, LLC UCC Lien Holders Textile Management Associates, Inc. Insurers 2

16 Case pwb Doc 64-1 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit A Page 10 of 10 Great American Insurance Group Lloyds & Partners Cincinnati Insurance Travelers Insurance XL Catlin Ace American Chubb Insurance Company Colony Specialty Insurance Company Auditors Estes & Walcott Professionals McTighe, Weiss & O Rourke Green Toxicology, LLC Robinson IP Law, PLLC Minor, Bell & Neal Sloan & Company Jackson Spalding Gardere Wynn & Sewell, LLP United States Sports Surfacing Labs Van Fleet Associates Keywood Strategies Innovanent Group, LLC FTI Consulting, Inc. Wilmer Cutler Pickering Hale and Dorr LLP Manion Gaynor & Manning LLP Bejin Bieneman PLC Other Potential Interested Parties FieldTurf USA, Inc.** FieldTurf Tarkett, Inc. Yes Yes Yes* Yes* *This representation is not a current representation. The representation was concluded in the two-year period prior to the Petition Date. ** King & Spalding LLP previously represented FieldTurf USA, Inc. in a matter unrelated to the Debtor. King & Spalding LLP s representation of FieldTurf USA, Inc. concluded over four years ago. 3

17 Case pwb Doc 64-2 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit B Page 1 of 4 EXHIBIT B Proposed Order

18 Case pwb Doc 64-2 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit B Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION In re: Chapter 11 ASTROTURF, LLC, Case No PWB Debtor. ORDER AUTHORIZING DEBTOR TO RETAIN KING & SPALDING LLP AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE This matter is before the Court on the Application for Authority to Retain King & Spalding LLP as Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the Application of AstroTurf, LLC (the Debtor. All capitalized terms used but not defined herein shall have the meanings given to them in the Application. The Court has considered the Application, the Declaration of Sean M. Harding in Support of First Day Motions, the Declaration of Paul K. Ferdinands and Disclosure of Compensation (the Ferdinands Declaration, and the matters reflected in the record of the hearing held on the Application on [ ]. It appears that the Court has jurisdiction over this

19 Case pwb Doc 64-2 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit B Page 3 of 4 proceeding; that this is a core proceeding; that notice of the Application has been given to the parties on the Master Service List established in this case; that no further notice is necessary; that the relief sought in the Application is in the best interests of the Debtor, its estate, and its creditors; and that good and sufficient cause exists for such relief. Accordingly, it is hereby ORDERED as follows: 1. The Application (Docket No. is GRANTED. 2. The Debtor is authorized to retain King & Spalding LLP ( K&S as its attorneys, pursuant to Section 327(a of the Bankruptcy Code, nunc pro tunc to the Petition Date on the terms set forth in the Application and the Ferdinands Declaration. 3. K&S shall be compensated upon appropriate application in accordance with Sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the United States Bankruptcy Court for the Northern District of Georgia, and orders of this Court. 4. The Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. 5. Counsel for the Debtor is directed to serve a copy of this Order on all parties on the Master Service List within three (3 days of the entry of this Order and to file a certificate of service with the Clerk of the Court. END OF DOCUMENT 2

20 Case pwb Doc 64-2 Filed 07/08/16 Entered 07/08/16 17:15:35 Desc Exhibit B Page 4 of 4 Prepared and presented by: KING & SPALDING LLP /s/ Paul K. Ferdinands Paul K. Ferdinands Georgia Bar No pferdinands@kslaw.com Mark. M. Maloney Georgia Bar No mmaloney@kslaw.com Jeffrey R. Dutson Georgia Bar No jdutson@kslaw.com Karyn D. Heavenrich Georgia Bar No kheavenrich@kslaw.com 1180 Peachtree Street Atlanta, Georgia Telephone: ( Facsimile: ( PROPOSED COUNSEL FOR THE DEBTOR-IN-POSSESSION