Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 1 of 44 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No. 17-12906 (CSS) (Jointly Administered) Obj. Deadline: March 19, 2018, at 4:00 p.m. (ET) SECOND MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH JANUARY 31, 2018 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement of Expenses is Sought Amount of Compensation Sought as Actual, Reasonable, and Necessary Amount of Expense Reimbursement Sought As Actual, Reasonable, and Necessary: Benesch, Friedlander, Coplan & Aronoff LLP Official Committee of Unsecured Creditors February 9, 2018, nunc pro tunc to December 21, 2017 January 1, 2018 through January 31, 2018 $15,033.20 (80% of $18,791.50) $1,758.01 This is a X monthly interim final application. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS, Inc. (3302). The location of the Debtors service address is: 5999 Savoy Drive, Houston, Texas 77036. 10889959 v1
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 2 of 44 SUMMARY OF FEE STATEMENTS Date Filed: Docket No. Period Covered Fees Requested Expenses Requested Fees Approved Expenses Approved Certificate of No Objection 2/26/2018; D.I. 475 2/26/18; N/A 12/21/2017-12/31/2017 1/1/2018-1/31/2018 $5,943.00 $0.00 PENDING PENDING N/A $18,791.50 $1,758.01 PENDING PENDING N/A Total $24,734.50 $1,758.01 $0.00 $0.00 N/A 10889959 v1 2
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 3 of 44 Pursuant to section 327, 330, and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the Order Authorizing Employment and Retention of Benesch, Friedlander, Coplan & Aronoff LLP as Co-Counsel to the Official Committee of Unsecured Creditors Nunc Pro Tunc to December 21, 2017 [Docket No. 417] (the Retention Order ), the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [Docket No. 294] (the Interim Compensation Order ), and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ), the law firm of Benesch, Friedlander, Coplan & Aronoff LLP ( Benesch ), Delaware counsel to the Official Committee of Unsecured Creditors (the Committee ) appointed in the Chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors ), hereby files this monthly fee statement (this Monthly Fee Statement ) for: (i) compensation in the amount of $15,033.20 for the reasonable and necessary legal services Benesch rendered to the Committee from January 1, 2018 through January 31, 2018 (the Fee Period ) (80% of $18,791.50); and (ii) reimbursement for the actual and necessary expenses that Benesch incurred, in the amount of $1,758.01, during the Fee Period. Itemization of Services Rendered and Expenses Incurred 1. In support of this Monthly Fee Statement, attached are the following exhibits: Exhibit A is a schedule providing certain information regarding the Benesch attorneys and paraprofessionals for whose work on these chapter 11 cases compensation is sought in this Monthly Fee Statement. Attorneys and paraprofessionals of Benesch have expended a total of 44.1 hours in connection with these chapter 11 cases during the Fee Period. Exhibit B is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by Benesch attorneys and paraprofessionals during the Fee Period with respect to each of the subject matter categories Benesch established in accordance with its internal billing procedures. As referenced in Exhibit B, Benesch incurred $18,791.50 in fees during the Fee Period. Pursuant to this 10889959 v1 3
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 4 of 44 Monthly Fee Statement, Benesch seeks reimbursement for 80% of such fees ($15,033.20 in the aggregate). Exhibit C is a schedule for the Fee Period, setting forth the total amount of reimbursement sough with respect to each category of expenses for which Benesch is seeking reimbursement in this Monthly Fee Statement. All of these disbursements comprise the requested sum for Benesch s out-of-pocket expenses. Exhibit D consists of Benesch s records of fees incurred during the Fee Period in the rendition of the professional services to the Committee. Reservation of Rights 2. Although every effort has been made to include all fees and expenses incurred in the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by accounting and processing during the Fee Period. Benesch reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, Local Bankruptcy Rules, and the Interim Compensation Order. [Remainder of page intentionally left blank] 10889959 v1 4
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 5 of 44 WHEREFORE, Benesch respectfully requests allowance of its fees and expenses incurred during the Fee Period in the total amount of $16,791.21, consisting of (a) $15,033.20, which is 80% of the fees incurred by the Committee for reasonable and necessary professional services rendered by Benesch; and (b) $1,758.01 for actual and necessary costs and expenses, and that such fees and expenses be paid as administrative expenses of the Debtors estates. Dated: February 26, 2018 Wilmington, Delaware BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP /s/ Jennifer R. Hoover Jennifer R. Hoover (No. 5111) Kevin M. Capuzzi (No. 5462) 222 Delaware Avenue, Suite 801 Wilmington, Delaware 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: jhoover@beneschlaw.com kcapuzzi@beneschlaw.com -and- COOLEY LLP Cathy Hershcopf Seth Van Aalten Michael Klein 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Email: chershcopf@cooley.com svanaalten@cooley.com mklein@cooley.com Co-Counsel for the Official Committee of Unsecured Creditors 10889959 v1 5
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 6 of 44 EXHIBIT A Timekeeper Summary Name of Professional Position with the Applicant and Number of Years in that Position Hourly Billing Rate Total Billed Hours Total Compensation Jennifer R. Hoover Partner since 2012. Member of the DE Bar since 2007. Member of the PA and NJ Bars since 2001. Kevin M. Capuzzi Associate since 2014. Member of the DE Bar since 2010. Member of the NJ Bar since 2015. John Gentile Associate since 2017. Member of the DE Bar since 2015. Member of PA Bar since 2016. $545.00 15.6 $8,502.00 $370.00 25.6 $9,472.00 $270.00 0.6 $162.00 LouAnne Molinaro Paralegal since 2017 $285.00 2.3 $655.50 10889959 v1
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 7 of 44 EXHIBIT B Statement of Fees By Subject Matter Matter Description Total Hours Billed Total Fees Requested Case Administration 8.9 $4,276.50 Financing 6.2 $2,486.50 Firm Retention/Fees 13.1 $5,522.00 Other Professional 6.9 $2,703.00 Retention/Fees Business Operations 0.9 $385.50 Real Estate Leases 2.9 $1,108.00 Asset Disposition/Sale 0.2 $74.00 General Claims Matters 0.6 $222.00 Plan and Disclosure Statement 3.2 $1,360.00 Travel 1.0 $545.00 Litigation 0.2 $109.00 Totals 44.1 $18,791.50 10889959 v1
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 8 of 44 EXHIBIT C Expense Summary Expense Category Service Provider Amount Photocopying In-house $45.20 Computer Research Pacer $25.20 Meals $15.24 Travel (Ground/Cab) Amtrak $369.12 Outside Professional Services DLS Discovery $1,303.25 Total $1,758.01 10889959 v1
Case 17-12906-CSS Doc 476 Filed 02/26/18 Page 9 of 44 EXHIBIT D Detailed Fee Records 10889959 v1
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Case 17-12906-CSS Doc 476-1 Filed 02/26/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No. 17-12906 (CSS) (Jointly Administered) VERIFICATION OF JENNIFER R. HOOVER IN SUPPORT OF THE SECOND MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP, FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH JANUARY 31, 2018 1. I am a partner in the law firm of Benesch, Friedlander, Coplan & Aronoff LLP, located at 222 Delaware Avenue, Suite 801, Wilmington, Delaware 19801 ( Benesch ). I am one of the lead attorneys from Benesch providing services on behalf of the Official Committee of Unsecured Creditors (the Committee ) appointed in the Chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors ). I am a member in good standing of the Bars of the State of Delaware and New Jersey, and the Commonwealth of Pennsylvania. I am admitted to practice in the United States Bankruptcy Court for the District of Delaware and other Federal courts. There are no disciplinary proceedings pending against me. 2. I have personally performed many of the legal services rendered by Benesch as Delaware counsel to the Committee, and I am familiar with all other work performed on behalf of the Committee by the attorneys and paraprofessional at Benesch. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS, Inc. (3302). The location of the Debtors service address is: 5999 Savoy Drive, Houston, Texas 77036. 10889959 v1
Case 17-12906-CSS Doc 476-1 Filed 02/26/18 Page 2 of 2 3. The facts set forth in the foregoing Monthly Fee Statement and its exhibits are true and correct to the best of my knowledge, information, and belief. 4. I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware and believe that the Monthly Fee Statement for Benesch complies with Rule 2016-2. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: February 26, 2018 /s/jennifer R. Hoover Jennifer R. Hoover (No. 5111) 10889959 v1 2
Case 17-12906-CSS Doc 476-2 Filed 02/26/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CHARMING CHARLIE HOLDINGS INC., et al., 1 Debtors. Chapter 11 Case No. 17-12906 (CSS) (Jointly Administered) Obj. Deadline: March 19, 2018, at 4:00 p.m. (ET) NOTICE OF SECOND MONTHLY FEE STATEMENT OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH JANUARY 31, 2018 PLEASE TAKE NOTICE that on February 26, 2018, the Official Committee of Unsecured Creditors (the Committee ), appointed in the above-captioned chapter 11 cases of the above-captioned debtors (collectively, the Debtors ), filed the Second Monthly Fee Statement of Benesch, Friedlander, Coplan & Aronoff LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as Delaware Counsel to the Official Committee of Unsecured Creditors for the Period from January 1, 2018 through January 31, 2018 (the Monthly Fee Statement ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the Court ). A copy of the Monthly Fee Statement is attached hereto. PLEASE TAKE FURTHER NOTICE that the Monthly Fee Statement is submitted pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [Docket No. 294] (the Interim Compensation Order ). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS, Inc. (3302). The location of the Debtors service address is: 5999 Savoy Drive, Houston, Texas 77036. 10889959 v1
Case 17-12906-CSS Doc 476-2 Filed 02/26/18 Page 2 of 4 PLEASE TAKE FURTHER NOTICE that any objection or response to the Monthly Fee Statement must be made in writing and be filed with the Court on or before March 19, 2018, at 4:00 p.m., prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, New York, New York 10036, Attn: Cathy Hershcopf, Seth Van Aalten, and Michael Klein; (b) co-counsel to the Committee, Benesch, Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, Delaware 19801, Attn: Jennifer R. Hoover and Kevin M. Capuzzi; (c) the Debtors, 6001 Savoy Drive, Houston, Texas 77036, Attn: Melissa Boughton; (d) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C. and Aparna Yenamandra and Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: James H.M. Sprayregen, P.C.; (e) co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic E. Pacitti and Michael Yurkewicz and Morton Branzburg, Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, PA 19103; (f) the Office of the United States Trustee for the District of Delaware, Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Richard Schepacarter; (g) counsel to the DIP ABL Agent and the Prepetition ABL Agent, Morgan, Lewis & Bockius LLP, One Federal St., Boston, Massachusetts 02110, Attn: Julia Frost-Davies and Amelia C. Joiner and Richards, Layton & Finger, P.A., 920 North King Street, Wilmington, Delaware 19801, Attn: Mark D. Collins and David T. Queroli; (h) counsel to the DIP Term Loan Agent, Covington & Burling LLP, 620 Eighth Avenue, New York, New York 10018, Attn: Ronald Hewitt and Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, P.O. Box 1709, 10889959 v1 2
Case 17-12906-CSS Doc 476-2 Filed 02/26/18 Page 3 of 4 Wilmington, Delaware 19899, Attn: David Fournier; and (i) counsel to the Ad Hoc Group of Term Loan Lenders, Paul, Weiss, Rifkind Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, Attn: Jeff Saferstein, Adam Denhoff, and Sharad Thaper and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Pauline K. Morgan and M. Blake Cleary. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEN 80% OF THE FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE INTERIM COMPENSATION ORDER WITHOUT FURTHER NOTICE, HEARING, OR ORDER OF THE COURT. PLEASE TAKE FURTHER NOTICE THAT IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE INTERIM COMPENSATION ORDER AND A HEARING WILL BE HELD. [Remainder of page intentionally left blank] 10889959 v1 3
Case 17-12906-CSS Doc 476-2 Filed 02/26/18 Page 4 of 4 Dated: February 26, 2018 Wilmington, Delaware BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP /s/ Jennifer R. Hoover Jennifer R. Hoover (No. 5111) Kevin M. Capuzzi (No. 5462) 222 Delaware Avenue, Suite 801 Wilmington, Delaware 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: jhoover@beneschlaw.com kcapuzzi@beneschlaw.com -and- COOLEY LLP Cathy Hershcopf Seth Van Aalten Michael Klein 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Email: chershcopf@cooley.com svanaalten@cooley.com mklein@cooley.com Co-Counsel for the Official Committee of Unsecured Creditors 10889959 v1 4