Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al.,^ Debtors. Chapter 11 Case No, 18-11120 (BLS) Jointly Administered Obj. Deadline: February 4, 2019 at 4:00 p.m. (ET) Hrg. Date: Only if objections are filed FOURTH MONTHLY FEE APPLICATION OF DWF LLP, SPECIAL COUNSEL TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 16. 2018 THROUGH NOVEMBER 30. 2018 Name of Applicant: Authorized to provide professional services to: Date of retention: Period for which compensation and reimbursement is sought: DWF LLP VG Liquidation, Inc. (f/k/a Videology, Inc.), et al. June 25, 2018, nunc pro tunc to May 10, 2018 October 16, 2018 through November 30, 2018 Amount of compensation sought as actual, reasonable and necessary:^ Amount of expense reimbursement sought as actual, reasonable and necessary: This is a: 1,097.28 (80% of 1,371.60) 10,326.90 Fourth Monthly Application ' The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc, (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc, (8566), and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors corporate headquarters is 1500 Whetstone Way, Suite 200, Baltimore, MD 21230, " The fees that DWF seek include a 20% VAT (as defined below). 5773l/()003-16785I64vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 2 of 11 The total time expended in the period from October 16 to November 30, 2018 for the preparation of the Applicant s Third Monthly fee application was approximately 1.4 hours, and the corresponding compensation requested is 688,80, The time expended for the preparation of DWF's fourth monthly fee application will be included in DWF's next fee application. Prior Applications: Application Date Period Requested Authorized Fees (80%)/ Filed Covered Fees/Expenses Expenses (100%) F' Application 8/21/18 5/10/18-6/22/18 96,279/ 5,357.42 77,023,20/ 5,357.42 2'"' Application 10/15/18 6/23/18-8/24/18 61,440.60/ 22.32 49,152,48/ 22,32 -----------^i------------------------------- 3 Application 12/21/18 8/25/18-10/15/18 25,987.20/ 432.00 20,789.76/ 432,00, )773l/0003-16785l64vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 3 of 11 VG LIQUIDATION, INC., et al SUMMARY OF BILLING BY PROFESSIONAL OCTOBER 16, 2018 THROUGH NOVEMBER 30, 2018 Name of Professional Person Date of Admission Position within DWF LLP Hourly billing rate* Total billed hours Compensation Compensation (inc 20% VAT) Matthew Brown 2001 Associate Partner 470.00 0,60 282.00 338,40 Ashley Jaques 2004 Senior Associate 410.00 2.10 861.00 1,033.20 TOTALS 2.70 1,143.00 1,371.60 Blended Rate: 423.33 (plus VAT) This rate is DWF LLP s regular hourly rate for legal services. All hourly rates are adjusted by DWF LLP on a periodic basis (the last such adjustment occurred on 1 May 2018). 5773l/0003-l6785l64vI
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 4 of 11 VG LIQUIDATION, INC., et al. COMPENSATION BY PROJECT CATEGORY OCTOBER 16, 2018 THROUGH NOVEMBER 30, 2018 Project Category Total Hours Fees( ) Total Fees (inc 20% VAT) ( ) Case Administration 2.70 1,143.00 1,371.60 TOTAL 2.70 1,143.00 1,371.60 5773l/0003-l6785164vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 5 of 11 VG LIQUIDATION, INC., et al. EXPENSE SUMMARY OCTOBER 16, 2018 THROUGH NOVEMBER 30, 2018 Expense Category Serviee Provider Total Expenses (if applicable) Counsel's Fee Robert Amey of South 10,278.00 Square Chambers Photocopying Charges DWF LLP 48.90 Total 10,326.90 57731/0()03-16785164vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 6 of 11 IN THE UNITED STATES BANKRUPTCY COURT EOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al.,^ Debtors. Chapter 11 Case No. 18-11120 (BLS) Jointly Administered Obj. Deadline: February 4, 2019 at 4:00 p.m. (ET) Hrg. Date: Only if objections are filed FOURTH MONTHLY FEE APPLICATION OF DWF LLP, SPECIAL COUNSEL TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 16. 2018 THROUGH NOVEMBER 30, 2018 DWF LLP ( DWF ), special counsel to the debtors and debtors in possession (the Debtors ) in the above-captioned chapter 11 cases, hereby applies (the Application ), pursuant to sections 330 and 331 of title 11 of the United States Code (the Banki-uptcy Code ), Rule 2016 of the Federal Rules of Bankmptcy Procedure (the Bankruptcy Rules ) and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), for allowance of compensation for services rendered and reimbursement of expenses for the period from October 16,2018 through and including November 30, 2018 (the Application Period ), and respectfully represents as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction to consider this Application pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this District pursuant to 28 U.S.C. 1408 and 1409. ' The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566), and VG Liquidation Ltd. (f/k/a Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors coi-porate headquarters is 1500 Whetstone Way, Suite 200, Baltimore, MD 21230, 5773 1/0003-16785164vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 7 of 11 2. The statutory and legal predicates for the relief sought herein are sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2. BACKGROUND A. The Chapter 11 Cases 3. On May 10, 2018 (the Petition Date ), the Debtors each commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code (collectively, the Chanter 11 Cases ). 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. On May 17, 2018, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed an Official Committee of Unsecured Creditors in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code [Docket No. 72]. B. The Retention of DWF 6. On June 7, 2018, the Debtors applied [Docket No. 180] to the Court for an order authorizing it to retain and employ DWF as its special counsel, nunc pro tunc to May 10, 2018. On.lune 25, 2018, the Court entered an order [Docket No. 231] (the Retention Ordgr ) authorizing such retention. C. The Interim Compensation Order 7. On June 25, 2018, this Court entered the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 234] (the Interim Compensation Order ),^ which sets forth the procedures for interim compensation and reimbursement of expenses in these cases. Specifically, the Interim Compensation Order Capitalized terms not defined herein shall have the meanings ascribed to them in the Interim Compensation Order. 5773l/0003-16785l64vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 8 of 11 provides that a Professional may file and serve a Monthly Fee Application on or after the twentieth (20th) day of each month following the month for which compensation is sought. Provided that there are no objections to the Monthly Fee Application filed within twenty (20) days after the service of a Monthly Fee Application, the Professional may file a certificate of no objection with the Court, after which the Debtors are authorized and directed to pay such Professional eighty percent (80%) of the fees and one-hundred percent (100%) of the expenses requested in such Monthly Fee Application. If an objection is filed to the Monthly Fee Application, then the Debtors are authorized to pay 80% of the fees and 100% of the expenses not subject to an objection. For the period of October 16 - November 30, 2018, the period applicable here, the Interim Compensation Order provides that a monthly fee application can be filed on or after December 20, 2018. RELIEF REQUESTED 8. Pursuant to the Interim Compensation Order and section 331 of the Bankruptcy Code, DWF is seeking compensation in the amount of 1,097.28, which is equal to eighty percent (80%) of the 1,371.60 in fees for professional services rendered by DWF during the Application Period. This amount is derived solely from the applicable hourly billing rates of the Firm s personnel who rendered such services to the Debtors. In addition, DWF is seeking reimbursement of expenses incurred during the Application Period in the amount of 10,326.90. 9. Attached hereto as Exhibit A is a detailed itemization, by project category, of all services performed by Applicant with respect to these matters during the Application Period. This detailed itemization complies with Del. Bankr. L. R. 2016-2(d) in that each time entry contains a separate time allotment, a description of the type of activity and the subject 5773l/0()()3-l6785l64vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 9 of 11 matter of the activity, all time is billed in increments of one-tenth of an hour, time entries are presented chronologically in categories, and all meetings or hearings are individually identified, ALLOWANCE OF COMPENSATION 10, Bankruptcy Code section 330 authorizes the Court to award reasonable compensation for actual, necessary services rendered by the,,, professional person,,,, 11 IJ,S,C, 330, In order to evaluate a request for allowance of fees by a professional person, a court must determine whether the services rendered were actual and necessary and the fees requested are reasonable, DWF respectfully submits that its request for a monthly award of compensation for the Application Period satisfies this standard, 11, DWF serves as special counsel to the Debtors and is active in all aspects relevant to the United Kingdom operations of the Chapter 11 Cases, REIMBURSEMENT OF EXPENSES 12, Attached hereto as Exhibit B is a description of the expenses incurred by the Applicant in the performance of services rendered as special counsel to the Debtors during the Application Period, which expenses total 10,326,90, Such expenses may include, but are not limited to costs of the retained specialist bankruptcy barrister in the UK, Whilst they relate to services provided during the period May 1, 2018 to August 12, 2018, the invoice was only passed to DWF during the period covered by the Application, NOTICE 13, Applicant will provide notice of this Application to: (i) the Debtors, 1500 Whetstone Way, Suite 200, Baltimore, MD 21230, Attn: Dan Smith; (ii) counsel to the Debtors, Cole Schotz P,C,, 300 East Lombard Street, Suite 1450, Baltimore, MD 21202, Attn: Irving E, Walker, Esq, and 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn: Patrick J, 64100624-1 57731/0003-16785164vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 10 of 11 Reilley, Esq.; (iii) counsel to the lender under the Debtors secured post-petition debtor in possession financing facility, Arent Fox LLP, 1675 Broadway, New York, NY 10019, Attn: Robert M. Hirsh, Esq. and Jordana L. Renert, Esq. and Bayard LLP, 600 N. King Street, Suite 400, Wilmington, DE 19801, Attn: Justin R. Alberto, Esq.; (iv) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, 46th Floor, New York, NY 10036, Attn: Seth Van Aalten, Esq. and Michael Klein, Esq. and Whiteford, Taylor & Preston EEC, The Renaissance Centre, Suite 500, 405 North King Street, Wilmington, DE 19801, Attn: Christopher S. Samis, Esq. and L. Katherine Good, Esq.; and (v) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: David L. Buchbinder. In light of the nature of the relief requested, DWF submits that no other or further notice is required. NO PRIOR REQUEST AND APPLICATION OF PREPETITION RETAINER 14. No prior request for the relief sought in this Application has been made to this or any other court. CERTIFICATE OF COMPLIANCE AND WAIVER 15. The undersigned representative of DWF certifies that he has reviewed the requirements of Local Rule 2016-2 and that the Application substantially complies with that Local Rule. To the extent that the Application does not comply in all respects with the requirements of Local Rule 2016-2, DWF believes that such deviations are not material and respectfully requests that any such requirements be waived. 57731/0003-16785164vl
Case 18-11120-BLS Doc 673 Filed 01/14/19 Page 11 of 11 WHEREFORE, DWF respectfully requests (a) approval and payment of monthly compensation for professional services rendered as attorneys for the Debtors in the amount of 1,097.28 (which amount equals eighty percent (80%) of the fees incurred during the Application Period); (b) reimbursement of actual and necessary expenses incurred in the amount of 10,326.90; and (c) such other and further relief as is just and proper. Dated: January 14, 2019 DWF LLP /$/ Matthew BroMm Matthew Brown Associate Partner Bridgewater Place Water Lane Leeds LSll 5DY Special Counsel for Debtors and Debtors in Possession 57731/0003-16785164vl
Case 18-11120-BLS Doc 673-1 Filed 01/14/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al.,^ Debtors, Chapter 11 Case No, 18-11120 (BLS) Jointly Administered Obj. Deadline: February 4, 2019 at 4:00 p.m. (ET) Hrg. Date: Only if objections are filed NOTICE OF FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (hi) counsel to lender under the Debtors secured post-petition debtor in possession financing facility; (iv) counsel to Official Committee of Unsecured Creditors; and (v) the Office of the United States Trustee PLEASE TAKE NOTICE that, on January 14, 2019, the Fourth Monthly Fee Application of DWF LLP, Special Counsel to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period from October 16, 2018 through November 30, 2018 (the Application ), which seeks approval of a monthly fee application for professional services rendered to the Debtors in the amount of 1,097.28 (80% of 1,371.60), and reimbursement of expenses in the amount of 10,326.90 was filed with the Court PLEASE TAKE FURTHER NOTICE that, objections, if any, to the Application are required to be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3'^^ Floor, Wilmington, Delaware 19801, and served on the following, so as to be received no later than 4:00 p.m. on February 4, 2019 (the Objection Deadline ): (i) the Debtors, 1500 Whetstone Way, Suite 200, Baltimore, MD 21230, Attn: Dan Smith; (ii) counsel to the Debtors, Cole Schotz P.C., 300 East Lombard Street, Suite 1450, Baltimore, MD 21202, Attn: Irving E. Walker, Esq. and 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn: Patrick J. Reilley, Esq.; (iii) counsel to the lender under the Debtors secured post-petition debtor in possession financing facility, Arent Fox LLP, 1675 Broadway, New York, NY 10019, Attn: Robert M. Hirsh, Esq. and Jordana L. Renert, Esq. and Bayard LLP, 600 N. King Street, Suite 400, Wilmington, DE 19801, Attn: Justin R. Alberto, Esq.; (iv) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, 46th Floor, New York, NY 10036, Attn: Seth Van Aalten, Esq. and Michael Klein, Esq. and Whiteford, Taylor & Preston LLC, The Renaissance Centre, Suite 500, 405 North King Street, Wilmington, DE 19801, Attn: Christopher S. Samis, Esq. and L. Katherine Good, Esq.; (v) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, ' The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: VG Liquidation, Inc. (f/k/a Videology, Inc.) (2191), Collider Media, Inc. (8602), VG MT Liquidation LLC (f/k/a Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566), and VG Liquidation Ltd. (f/ica Videology Ltd.), a company organized under the laws of England and Wales. The address of the Debtors coi-porate headquarters is 1500 Whetstone Way, Suite 200, Baltimore, MD 21230. 57731/0003-16785164vl
Case 18-11120-BLS Doc 673-1 Filed 01/14/19 Page 2 of 2 Wilmington, DE 19801, Attn: David L. Buchbinder; and (vi) DWF LLP, Bridgewater Place, Water Lane, Leeds, England, LSI 1 5DY, Attn; Matthew Brown, Esq. PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 234], if no objections are filed and served in accordance with the above procedures, the Debtors will be authorized to pay 80% of the requested fees and 100% of the requested expenses, without further order of the Court. A HEARING ON THE APPLICATION WILL BE HELD, ONLY IF AN OBJECTION IS TIMELY FILED, OR THE COURT DIRECTS OTHERWISE, BEFORE THE HONORABLE BRENDAN L. SHANNON, U.S. BANKRUPTCY JUDGE, U.S. BANKRUPTCY COURT, 824 NORTH MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801, AT A DATE AND TIME TO BE SCHEDULED BY THE COURT. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: January 14, 2019 COLE^SCHOTZ P Patrick J. Rdllew(No. 4451) G. David Dean (No. 6403) Katherine M. Devanney (No. 6356) 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 preilleyi@coleschotz.com ddean@coleschotz.com kdevanney@coleschotz.com - and - Irving E. Walker 300 E. Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410) 230-0660 Facsimile: (410) 528-9400 iwalker@coleschotz.com Counsel for Debtors and Debtors in Possession 5773l/00()3-16785l64vl
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 1 of 6 EXHIBIT A Compensation Summary 57731/0003-16785l64vl
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 2 of 6 VG LIQUIDATION, INC., et al. COMPENSATION BY PROJECT CATEGORY OCTOBER 16, 2018 THROUGH NOVEMBER 30, 2018 Project Category Total Hours Fees ( ) Total Fees (inc 20% VAT) ( ) Case Administration 2.70 1,143,00 1,371.60 TOTAL 2.70 1,143.00 1,371.60 5773l/()003-l6785164vl
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 3 of 6 dwf WIP Breakdown 16/10/18-30/11/18 Work Work Work Date Fee Earner Name Work Hours Rate Amount Narrative Discussion with MBW re fee application documentation. Review of the subsequent documentation received later re cancellation of fee 09/11/2018 Ashley Jaques 0.5 410.00 205.00 hearing scheduled for Wednesday next week 09/11/2018 Matthew Brown 0.4 470.00 188.00 Checking orders and response with required revision 12/11/2018 Matthew Brown 0.2 470.00 94.00 Emails Pauline and Pat re Interim and Monthly orders 13/11/2018 Ashley Jaques 1.4 410.00 574.00 First part of preparing the next fee application in the US 20/11/2018 Ashley jaques 0.2 410.00 82.00 Discussion with MBW re fee application and receipt of funds 2.7 1,143.00 64102759-1
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 4 of 6 EXHIBIT B Expense Summary 57731/()003-16785164vl
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 5 of 6 VG LIQUIDATION, INC., et al. EXPENSE SUMMARY OCTOBER 16, 2018 THROUGH NOVEMBER 30, 2018 Expense Category Service Provider Total Expenses (if applicable) Counsel's Fee Robert Amey of South 10,278.00 Square Chambers Photocopying Charges DWF LLP 48.90 Total 10,326.90 57731/0003-16785164vl
Case 18-11120-BLS Doc 673-2 Filed 01/14/19 Page 6 of 6 Videology Ltd c/o DWFLLP 1 Scott Place, 2 Hardman Street Manchester M3 3AA Our Ref : V.A.T Registration No: Date & Tax Point: Payment Terms Invoice No: 2020275-4/MBW GB 258 9559 39 14/01/2019 Payable on receipt 101-2038318 INTERIM INVOICE UK Restructuring Advice TO OUR PROFESSIONAL CHARGES VAT CHARGES RATE Professional Fees: 20.00% 1,143.00 Other Costs: All Reprographics 20.00% 40.75 Subtotal Other Costs: 40.75 DISBURSEMENTS: Counsel Fees (not yet paid) 20.00% 8,565.00 Subtotal Disbursements Charges Subtotal: 8,565.00 9,748.75 VAT @ 20.00% 1,949.75 TOTAL AMOUNT DUE: 11,698.50 With Compliments DWF LLP DWF LLP is a limited liability partnership registered in England and Wales with registered number OC328794. DWF LLP is authorised and regulated by the Solicitors Regulation Authority, whose rules are available at www.sra.org.uk/handbook/. DWF LLP is also recognised as both an Incorporated Practice and a Multi-National Practice by The Law Society of Scotland (registered number 43186). DWF LLP is listed on the Financial Services Register as an Exempt Professional Firm, able to carry out certain insurance mediation activities (regulated by the Solicitors Regulation Authority). The term 'Partner' is used to refer to a Member of DWF LLP or an employee or consultant with equivalent standing and qualifications. A list of Members of DWF LLP and of Non-Members who are designated as Partners is open to inspection at its registered office located at 1 Scott Place, 2 Hardman Street, Manchester, M3 3AA.