Case MFW Doc 1427 Filed 02/15/17 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 1427 Filed 02/15/17 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x : Chapter 11 In re: : : Case No (MFW) SFX ENTERTAINMENT, INC., et al., 1 : : Jointly Administered : Debtors. : Re: Docket Nos. 1026, 1167, 1259, 1353, x FEE EXAMINER S FINAL REPORT REGARDING SEVENTH THROUGH TENTH MONTHLY AND FINAL FEE APPLICATION REQUESTS OF ARNOLD & PORTER KAYE SCHOLER LLP Direct Fee Review LLC ( DFR ), appointed and employed as the Fee Examiner in the abovecaptioned bankruptcy proceedings and acting in its capacity regarding the Seventh through Tenth Monthly and Final Fee Application Requests of Arnold & Porter Kaye Scholer LLP (the Firm ) for compensation for services rendered and reimbursement of expenses as Counsel for the Special Committee of Independent Directors for the compensation period from August 1, The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Debtors business address is 902 Broadway, 15 th Floor, New York, NY

2 Case MFW Doc 1427 Filed 02/15/17 Page 2 of 5 through November 30, 2016 ( Fee Application ) seeking approval of fees in the amount of $122, and the reimbursement of expenses in the amount of $1, and for the final period February 25, 2016 through December 2, 2016 ( Final Fee Application ) seeking approval of fees in the amount of $539, and reimbursement of expenses in the amount of $2,017.83, submits its final report. BACKGROUND 1. In performance of audit procedures and in preparation of this report designed to quantify and present factual data relevant to the requested fees, disbursements and expenses contained herein, DFR reviewed the monthly fee statements and the Application, including each of the billing and expense entries listed in the exhibits to the monthly statements, for compliance with 11 U.S.C. 330, Rule of the Local Rules of the United States Bankruptcy Court for the District of Delaware, as amended February 1, 2016 ( Local Rules ), the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, issued June 11, 2013 ( Guidelines ). 2. DFR did not prepare informal memos related to the fee application of the Firm. We included our questions and issues in an initial report and this final report. We have included all responses and any recommended resolutions in this final report. DISCUSSION 3. For the compensation period of August 1, 2016 through November 30, 2016 the Firm submitted monthly fee applications in the amount of $122, as actual, reasonable 2

3 Case MFW Doc 1427 Filed 02/15/17 Page 3 of 5 and necessary fees and for expense reimbursement of $1, For the Fee Application period, we have calculated that $5, was related to fee application preparation. 4. We deem it generally acceptable to spend less than $50,000 or 3% of time charged preparing fee applications. We apply these guidelines on a cumulative basis. We noted that cumulatively through this period the Firm has charged $25, We have calculated that 4.8% of the fees billed relate to fee applications on a cumulative basis. We do not have an objection to the amount of fees charged for fee application preparation in this final fee application based upon our review and procedures and we deem the amount to be reasonable. 5. We noted that the Firm appears to be billing in 5 minute increments instead of the required 1/10 th of an hour units. However, we have no objection to this since it results in a favorable result to the debtors. 6. Pursuant to the Guidelines, administrative or general costs incident to the operation of the applicant s office and not particularly attributable to an individual client or case are not reimbursable. We noted the entry listed in Exhibit A that appears to be a travel booking fee, which would not be charged to the estate. We requested that the Firm review this entry and withdraw it found to be administrative. The Firm agreed to withdraw this charge. We recommend that reimbursement of expenses be reduced by $ We noted a charge where it appeared that non-working travel time may have been charged at full rates. We requested that the Firm review this charge and adjust it if appropriate. The Firm provided detailed explanation of this charge. After our review of 3

4 Case MFW Doc 1427 Filed 02/15/17 Page 4 of 5 the explanations, we do not recommend any change for this entry. Because there is no recommendation for a reduction in fees for this entry, no exhibit has been included. 8. Local Rule provides in section (f) (4) the activity descriptions shall individually identify all meetings and hearings (conferences and conference by telephone), each participant, the subject(s) of the meeting or hearing (conferences and conference by telephone) and the participant s role. We were not able to identify participants from related entries. We requested and the Firm confirmed that the identity of the participants referred to as FTI, GT, Fried Frank, attorneys, Greenberg Traurig and working group are as previously described to us. FINAL APPROVAL OF FEES AND EXPENSES The Firm previously filed the First and Second Interim Fee Application Requests for the period February 25, 2016 through July 31, We reviewed this fee request and filed our report with the Court recommending approval of fees in the total amount of $417, and the reimbursement of expenses in the amount of $ for the period February 25, 2016 through July 31, We have not identified any changes to our previous report and we continue to recommend the compensation and fee reimbursement as stated therein. CONCLUSION 1. Regarding the application and the fees and expenses discussed in the previous sections, DFR submits its final report for the Second Final Fee Application Request of Arnold & Porter Kaye Scholer LLP for compensation for services rendered and reimbursement of 4

5 Case MFW Doc 1427 Filed 02/15/17 Page 5 of 5 expenses as Counsel for the Special Committee of Independent Directors for the compensation period from August 1, 2016 through November 30, 2016 and we recommend the approval of the fees of $122, and the reimbursement of expenses in the amount of $1, ($1, minus $30.00) and we recommend the approval of fees in the amount of $539, and reimbursement of expenses in the amount of $1, ($2, minus $30.00) for the Final Fee Application. Respectfully submitted, DIRECT FEE REVIEW LLC FEE EXAMINER By: W. J. Dryer 1000 N. West Street, Suite 1200 Wilmington, DE Telephone: dfr.wjd@gmail.com 5

6 Case MFW Doc Filed 02/15/17 Page 1 of 1 Exhibit A: VENDOR: LAWYERS TRAVEL d/b/a INVOICE#: NY DATE: 11/4/ /09/2016 Lawyers Travel Amtrak NYC-Penn Sta./Wilmington, DE/NYC-Penn Sta. Steven Fruchter. Fruchter, Steven 6