Case 18-11120-BLS Doc 676 Filed 01/14/19 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ----------------------------------------------------------X : In re : Chapter 11 : Case No. 18-11120 (BLS) VG Liquidation, Inc., et al., 1 : Jointly Administered : Debtors : Objection Deadline: Feb. 4, 2019 at 4:00 p.m. (ET) : Hearing Date: Feb. 27, 2019 at 10:30 a.m. (ET) ----------------------------------------------------------X SECOND INTERIM APPLICATION OF BERKELEY RESEARCH GROUP, LLC FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE DEBTORS DURING THE PERIOD FROM SEPTEMBER 1, 2018 THROUGH NOVEMBER 30, 2018 Name of Applicant: Berkeley Research Group LLC Authorized to Provide Professional Services to: The debtors and debtors in possession ( Debtors ) Date of Retention: June 25, 2018 nunc pro tunc to May 10, 2018 Period for which Compensation and Reimbursement is Sought: September 1, 2018 through November 30, 2018 Actual Amount of Compensation Sought as Actual, Reasonable and Necessary: $529,470.50 2 Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: $21,795.55 1 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. 2 Pursuant to the Debtors Application for Entry of an Order Authorizing the Employment and Retention of Berkeley Research Group, LLC as Financial Advisor to the Debtors Nunc Pro Tunc to the Petition Date for purposes of this engagement, in the event that BRG s total fees divided by actual hours charged (the Blended Hourly Rate ) exceeds $525 per hour, we will lower our fees by the amount the Blended Hourly rate exceeds $525 per hour multiplied by the actual hours charged. Accordingly, we have reduced our fees for the Fee Period by $5,173.00 as indicated on Attachment B. Page 1 of 4
Case 18-11120-BLS Doc 676 Filed 01/14/19 Page 2 of 7 Total Amount of Fees and Expense Reimbursement Sought as Actual, Reasonable and Necessary: $551,266.05 This is a(n): Monthly Application _ X _ Interim Application Final Application Summary of Fee Applications Filed Application Requested CNO/ Order Paid to Date Date Filed/ Docket No. 8/8/2018 Dkt No. 391 9/28/2018 Dkt No. 482 10/12/2018 Dkt No. 507 11/30/2018 Dkt No. 596 1/14/2019 Dkt No. TBD Period Covered 5/10/2018-6/30/2018 7/1/2018-7/31/2018 8/1/2018-8/31/2018 9/1/2018-9/30/2018 10/1/2018-11/30/2018 Total Fees Expenses $415,222.50 $40,747.34 $209,580.00 $18,705.91 $177,870.00 $13,733.69 $128,257.50 $9,692.40 $401,213.00 $12,103.15 Date Filed/ Docket No. 8/29/2018 Dkt No. 428 11/2/2018 Dkt No. 558 11/6/2018 Dkt No. 562 12/21/2018 Dkt No. 648 Dkt No. Fees Expenses Total Unpaid Fees and Expenses $415,222.50 $40,747.34 $0.00 $209,580.00 $18,705.91 $0.00 $177,870.00 $13,733.69 $0.00 $102,606.00 $9,692.40 $25,651.50 $0.00 $0.00 $413,316.15 Totals $1,332,143.00 $94,982.49 $905,278.50 $82,879.34 $438,967.65 [Remainder of this Page Intentionally Left Blank] Page 2 of 4
Case 18-11120-BLS Doc 676 Filed 01/14/19 Page 3 of 7 Relief Requested This is Berkeley Research Group s ( BRG ) second interim fee application for compensation (the Interim Application ) for the period September 1, 2018 through November 30, 2018 (the Interim Fee Period ) filed pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals (Dkt No. 234) (the Interim Compensation Order ). BRG requests: (a) allowance of compensation in the amount of $529,470.50 for actual, reasonable and necessary professional services rendered to the Debtors by BRG and (b) reimbursement of actual, reasonable and necessary costs and expenses in the amount of $21,795.55 incurred by BRG. Services Rendered and Disbursements Incurred Incorporated herein by reference are BRG s first through third monthly fee applications as shown in Attachment A above. Attached as Attachment B is the schedule of professionals who rendered services to the Debtors during the Interim Fee Period, including each person s billing rate and the blended rate and Attachment C shows the schedule of fees expended during the Interim Fee Period by task code. Attachment D shows the summary totals for each category of expense incurred during the Interim Fee Period. Notice and Objection Procedures Notice of this application has been given to (a) the Debtors; (b) counsel to the Debtors; (c) counsel to the lender under the Debtors secured post-petition debtor in possession financing facility; (d) counsel to the Committee; (e) the Office of the U.S. Trustee; and (f) all other parties that have entered their appearance pursuant to Bankruptcy Rule 2002 (collectively, the Notice Parties ). In light of the nature of the relief requested herein, BRG submits that no further or other notice is required. Page 3 of 4
Case 18-11120-BLS Doc 676 Filed 01/14/19 Page 4 of 7 Wherefore, BRG respectfully requests that the Court enter an order (a) granting on an interim basis allowance of: (i) fees in the amount of $529,470.50 for services rendered to and on behalf of the Debtors during the Interim Fee Period and (ii) reimbursement of $21,795.55 for reasonable, actual, and necessary expenses incurred during the Interim Fee Period; (b) authorizing the Debtors to immediately pay to BRG the sum of the unpaid fees and expenses incurred during the Interim Fee Period ($438,967.65); and (c) granting such other and further relief as the Court may deem just and proper. Date: 1/14/2019 By /s/ Stephen Coulombe Stephen Coulombe Managing Director 2049 Century Park East Suite 2525 Century City, CA 90067 (310) 499-4857 Page 4 of 4
Case 18-11120-BLS Videology, Inc., et al. Doc 676 Filed 01/14/19 Page 5 of 7 Attachment B: Fees By Professional For the Period 9/1/2018 through 11/30/2018 Professional Title Billing Rate Hours Fees A. Logan Associate $265.00 71.6 $18,974.00 C. Brown Case Assistant $145.00 124.2 $18,009.00 C. Loza Associate Director $460.00 3.0 $1,380.00 E. Herbst Senior Associate $305.00 62.8 $19,154.00 G. Smith Managing Director $500.00 128.6 $64,300.00 J. Najvar Case Assistant $110.00 1.0 $110.00 M. Bernhardt Associate $355.00 332.7 $118,108.50 M. Haverkamp Case Assistant $195.00 21.4 $4,173.00 N. Zeien Consultant $315.00 1.5 $472.50 P. Farley Director $795.00 308.8 $245,496.00 R. Eubank Senior Associate $305.00 25.3 $7,716.50 W. Kerr Managing Director $625.00 58.8 $36,750.00 Total 1,139.7 $534,643.50 Agreed Upon Discount $525 Maximum Blended Rate ($5,173.00) Total Requested Fees $529,470.50 Blended Rate $464.57 Invoice for the 9/1/2018-11/30/2018 Period
Case 18-11120-BLS Videology, Inc., et al. Doc 676 Filed 01/14/19 Page 6 of 7 Attachment C: Fees By Task Code For the Period 9/1/2018 through 11/30/2018 Task Code Hours Fees 02. Case Administration 2.1 $1,361.50 05. Professional Retention Fee Application Preparation 36.7 $13,608.50 07. Interaction/Meetings with Debtors/Counsel 59.6 $42,982.00 08. Interaction/Meetings with Creditors 7.7 $3,921.50 10. Recovery/SubCon/Lien Analysis 10.9 $4,485.50 11. Claim Analysis/Accounting 155.3 $88,659.50 13. Intercompany Transactions/Balances 20.2 $13,023.00 14. Executory Contracts/Leases 28.5 $18,565.50 15. Travel Time 47.6 $27,282.00 18. Operating and Other Reports 43.2 $22,816.00 19. Cash Flow/Cash Management Liquidity 204.6 $106,029.00 20. Projections/Business Plan/Other 34.9 $17,405.50 27. Plan of Reorganization/Disclosure Statement 11.6 $7,638.00 41. Expert Witness Testimony 476.8 $166,866.00 Total 1,139.7 $534,643.50 Agreed Upon Discount $525 Maximum Blended Rate ($5,173.00) Total Requested Fees $529,470.50 Blended Rate $464.57 Invoice for the 9/1/2018-11/30/2018 Period
Case 18-11120-BLS Videology, Inc., et al. Doc 676 Filed 01/14/19 Page 7 of 7 Attachment D: Expenses By Category For the Period 9/1/2018 through 11/30/2018 Expense Category Amount 01. Travel - Airline $7,801.95 02. Travel - Train and Bus $200.00 03. Travel - Taxi $2,572.62 08. Travel - Hotel/Lodging $7,637.58 10. Meals $3,254.65 11. Telephone, Fax and Internet $328.75 Total Expenses for the Period 9/1/2018 through 11/30/2018 $21,795.55 Invoice for the 9/1/2018-11/30/2018 Period
Case 18-11120-BLS Doc 676-1 Filed 01/14/19 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT EOR THE DISTRICT OF DELAWARE In re VG LIQUIDATION, INC., et al.} Debtors. Chapter 11 Case No. I8-II120 (BLS) Jointly Administered Obj. Date: February 4, 2019 at 4:00 p.m. (ET) Hearing Date: February 27, 2019 at 10:30 a.m. (ET) Related to Doeket Nos. 596 and 675 NOTICE OF INTERIM FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the lender under the Debtors secured post-petition debtor in possession financing facility; (iii) counsel to the Committee; (iv) the Office of the United States Trustee for the District of Delaware; and (v) all parties entitled to notice pursuant to Del. Bankr. L.R. 2002-1. Parties receiving notice in the above-captioned chapter 11 cases pursuant to Fed. R. Bankr. P. 2002 shall receive this Notice only. PLEASE TAKE NOTICE that, on January 14, 2019, the Second Interim Application of Berkeley Research Group, EEC for Compensation for Services Rendered and Reimbursement of Expenses as Financial Advisor to the Debtors During the Period From September 1, 2018 Through November 30, 2018 (the Interim Fee Application ), which seeks approval of an interim fee application for professional services rendered to the Debtors in the amount of $529,470.50, and reimbursement of expenses in the amount of $21,795.55, was filed with the Court. PLEASE TAKE FURTHER NOTICE that, objections, if any, to the Interim Fee 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, ' 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/lca Videology Media Technologies, LLC) (6243), LucidMedia Networks, Inc. (8566), and VG Liquidation Ltd. (f/l</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. 57731/0003-16433159v2
Case 18-11120-BLS Doc 676-1 Filed 01/14/19 Page 2 of 2 Taylor & Preston LLC, The Renaissance Centre, Suite 500, 405 North King Street, Wilmington, DE 19801, Attn: Christopher S. Samis, Esq. and T. Katherine Good, Esq.; (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; and (vi), 2049 Century Park East, Suite 2525, Century City, CA 90067, Attn: Stephen Coulombe, Managing Director. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE INTERIM FEE APPLICATION WILL BE HELD ON FEBRUARY 27, 2019 AT 10:30 A.M. BEFORE THE HONORABLE BRENDAN L. SHANNON, U.S. BANKRUPTCY JUDGE, U.S. BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, COURTROOM NO. I, WILMINGTON, DELAWARE 19801. 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 Patrick J. I^ille^No. 4451) G. David DeanM^lo. 6403) Katherine M. Devanney (No. 6356) 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 preilley@coleschotz.com ddean@coleschotz.com kdevanney@coleschotz.com - and - Irving E. Walker 300 E. Lombard Street, Suite 1450 Balf more, MD 21202 Telephone: (410) 230-0660 Facsimile: (410) 528-9400 iwalker@coleschotz.com Counsel for Debtors and Debtors in Possession 5773 1/0003-16433159v2