Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 1 of 18 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TSAWD HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Obj. Deadline: March 30, 2018 at 4:00 p.m. SUMMARY OF SEVENTEENTH MONTHLY APPLICATION OF FREJKA PLLC FOR INTERIM COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JANUARY 1, 2018 THROUGH FEBRUARY 28, 2018 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Frejka PLLC Fee Examiner June 16, 2016 (Order entered July 14, 2016 nunc pro tunc to June 16, 2016) Period for which compensation and reimbursement is sought: January 1, 2018 February 28, 2018 Amount of Interim Compensation sought as actual, reasonable and necessary: Amount of Interim Expense Reimbursement sought as actual, reasonable and necessary: $10,280.00 $0.00 This is a: X monthly interim final application This application includes 0.80 hours and $380.00 in fees incurred in connection with the preparation of monthly and quarterly fee applications. 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSAWD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSAWD, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the abovecaptioned Debtors is located at 2305 East Arapahoe Road, Suite 234, Centennial, CO 80122.
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 2 of 18 PRIOR MONTHLY APPLICATIONS FILED Date Filed Period Covered Requested Fees Requested Expenses Approved Fees Approved Expenses Paid Fees 2 Paid Expenses 7/15/2016 June 16, 2016 $46,721.25 $283.50 $46,721.25 $283.50 $46,721.25 $283.50 June 30, 2016 8/9/2016 July 1, 2016 $65,582.50 $0.00 $65,582.50 $0.00 $65,582.50 $0.00 July 31, 2016 9/20/2016 August 1, 2016 August $32,010.00 $0.00 $32,010.00 $0.00 $32,010.00 $0.00 31, 2016 11/16/2016 September 1, 2016 $7,755.00 $0.00 $0.00 $0.00 $6,204.00 $0.00 September 30, 2016 11/17/2016 October 1, 2016 October $34,305.00 $0.00 $0.00 $0.00 $27,444.00 $0.00 31, 2016 1/9/2017 November 1, 2016 $33,346.25 $354.61 $33,346.25 $354.61 $33,346.25 $354.61 November 30, 2016 3/20/2017 December 1, 2016 $665.00 $37.00 $665.00 $0.00 $665.00 $37.00 December 31, 2016 3/20/2017 January 1, 2017 January $9,612.50 $0.00 $9,612.50 $0.00 $9,612.50 $0.00 31, 2017 3/20/2017 February 1, 2017 $25,172.50 $0.00 $25,172.50 $0.00 $25,172.50 $0.00 February 28, 2017 5/8/2017 March 1, 2017 March 31, $7,855.00 $0.00 $7,855.00 $0.00 $7,855.00 $0.00 2017 6/2/2017 April 1, 2017 $5,320.00 $0.00 $4,256.00 $0.00 $5,320.00 $0.00 April 30, 2017 6/2/2017 May 1, 2017 $15,912.50 $0.00 $12,730.00 $0.00 $15,912.50 $0.00 May 31, 2017 7/5/2017 June 1, 2017 $25,555.00 $0.00 $20,444.00 $0.00 $20,444.00 $0.00 June 30, 2017 12/1/2017 July 1, 2017 $20,567.50 $0.00 $16,454.00 $0.00 $16,454.00 $0.00 August 31, 2017 12/19/2017 September 1, 2017 $6,175.00 $0.00 $6,175.00 $0.00 $6,175.00 $0.00 October 31, 2017 1/22/2018 November 1, 2017 December 31, 2017 $24,747.50 $0.00 24,747.50 $0.00 $19,798.00 $0.00 2 As of the date of this Application, Frejka PLLC is holding $5,463.25 in the Frejka PLLC Attorney IOLA Account due to an overpayment by the Debtors in connection with prior fee applications. 2
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 3 of 18 Name of Professional Elise S. Frejka INTERIM COMPENSATION BY INDIVIDUAL Position of the Application, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner since 2015. Member of the New York Bar since 1991. Primary practice area: Business Restructuring and Reorganization Hourly Billing Rate Total Hours Billed Total Compensation $475.00 19.70 $9,357.50 Edward M. Kennedy Legal Assistant $225.00 4.10 $922.50 Total 23.80 $10,280.00 INTERIM COMPENSATION BY PROJECT CATEGORY Project Category Hours Amount Fee Examiner General 0.20 $95.00 Fee Examiner Fee Statements and Fee Applications 2.20 $895.00 BDO Consulting 3.00 $1,425.00 Gibson Dunn & Crutcher LLP 6.40 $2,740.00 Pachulski Stang Ziehl & Jones LLP 7.60 $3,335.00 Young Conaway Stargatt & Taylor LLP 4.40 $1,790.00 Total 23.80 $10,280.00
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 4 of 18 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TSAWD HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Obj. Deadline: March 30, 2018 at 4:00 p.m. SEVENTEENTH MONTHLY APPLICATION OF FREJKA PLLC AS COUNSEL FOR THE FEE EXAMINER FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH AND INCLUDING FEBRUARY 28, 2018 Pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), and Rule 2016 of the Federal Rules of Bankruptcy Procedure, and in accordance with that certain Order Authorizing the Employment and Retention of Frejka PLLC as Counsel to the Fee Examiner Nunc Pro Tunc to June 16, 2016 [Docket No. 2507] (the Retention Order ) and that certain Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 806] (the Interim Compensation Order ), the law firm of Frejka PLLC hereby applies (the Application ) to the United States Bankruptcy Court for the District of Delaware (the Court ) for reasonable compensation for professional legal services rendered as counsel to the Fee Examiner in the above-captioned cases in the amount of $10,280.00 together with reimbursement of actual and necessary expenses incurred in the amount of $0.00 for the interim period January 1, 2018 through and including February 28, 2018 (the Interim Fee Period ). In support of this Application, Frejka PLLC respectfully represents as follows: 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSAWD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSAWD, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the abovecaptioned Debtors is located at 2305 East Arapahoe Road, Suite 234, Centennial, CO 80122.
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 5 of 18 BACKGROUND 1. On March 2, 2016, (the Petition Date ), each of the Debtors filed a voluntary petition with the Court under chapter 11 of the Bankruptcy Code. 2. On June 16, 2016, the Court entered an Order Appointing Fee Examiner and Establishing Procedures for Consideration of Requested Fee Compensation and Reimbursement of Expenses [Docket No. 2204] appointing Elise S. Frejka as Fee Examiner (the Fee Examiner ). Pursuant to the Retention Order, Frejka PLLC was retained to represent the Fee Examiner nunc pro tunc to June 16, 2016. The Retention Order authorizes Frejka PLLC to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. 3. All services for which compensation is requested herein by Frejka PLLC were performed for or on behalf of the Fee Examiner. Summary of Services Rendered 4. Attached hereto as Exhibit A is a detailed statement of the fees incurred during the Interim Fee Period. 5. The services rendered by Frejka PLLC during the Interim Fee Period are grouped into categories as set forth in Exhibit A. The attorneys who rendered services relating to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in the attachments hereto. 2
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 6 of 18 Valuation of Services 6. The attorneys and paraprofessionals of Frejka PLLC have expended a total of 23.80 hours in connection with this matter during the Interim Fee Period. 7. The amount of time spent by each person providing services to the Fee Examiner for the Interim Fee Period is fully set forth in the detail attached hereto as Exhibit A. These are Frejka PLLC s normal hourly rates of compensation for work of this character. The reasonable value of the services rendered by Frejka PLLC for the Interim Fee Period as counsel for the Fee Examiner in these cases is $10,280.00. 8. Frejka PLLC believes that the time entries and the expense breakdown attached hereto as Exhibit A are in compliance with the requirements of Local Rule 2016-2. 9. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the amount requested is fair and reasonable given (a) the complexity of these chapter 11 cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under chapter 11 of the Bankruptcy Code. 10. This Application covers the interim fee period from January 1, 2018 through and including February 28, 2018. Frejka PLLC has continued, and will continue, to perform additional necessary services for the Fee Examiner subsequent to the Interim Fee Period, for which Frejka PLLC will file subsequent monthly fee applications. BUDGET AND STAFFING PLAN 11. In accordance with the Retention Order and the Interim Compensation Order, attached hereto as Exhibit B is the budget and staffing plan for Frejka PLLC approved by the Fee Examiner for the Interim Fee Period. 3
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 7 of 18 CONCLUSION WHEREFORE, Frejka PLLC requests that allowance be made to it in the sum of $10,280.00 as compensation for necessary professional services rendered to the Fee Examiner for the Interim Period, and the sum of $0.00 for reimbursement of actual necessary costs and expenses incurred during that period, and requests such other and further relief as the Court may deem just and proper. Dated: New York, New York March 16, 2018 /s/ Elise S. Frejka Elise S. Frejka FREJKA PLLC 135 East 57 TH Street 6 th Floor New York, New York 10022 (212) 641-0800 Attorneys for the Fee Examiner 4
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 8 of 18 I, Elise S. Frejka, hereby certify that: VERIFICATION 1. I am a member of Frejka PLLC and the Fee Examiner in the above-captioned cases. 2. I have personally performed many of the legal services rendered by Frejka PLLC to the Fee Examiner and am familiar with all other work performed on behalf of the lawyers at Frejka PLLC. 3. The facts set forth in the foregoing Application are true and correct to the best of my knowledge, information and belief. Dated: New York, New York March 16, 2018 /s/ Elise S. Frejka Elise S. Frejka
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 9 of 18 EXHIBIT A
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 10 of 18 135 East 57th Street - 6th Floor New York, NY 10022 Phone: 212-641-0800 INVOICE Date:03/16/2018 Invoice #: 1257 Matter: Fee Examiner Bill To: The Sports Authority, Inc. TSAWD, Inc. 2305 East Arapahoe Road Suite 234 Centennial, CO 80122 Professional Services Date Details Hours Rate Amount 01/02/2018 ESF Fee Examiner - Fee Statements And Fee Applications Revise and finalize Fifth Interim Fee Application. 01/22/2018 ESF Fee Examiner - Fee Statements And Fee Applications Draft COC for Frejka PLLC Fifth Fee Application (.5); email exchange with T. Bollman (YCS&T) regarding same (.1). 02/05/2018 EMK Fee Examiner - Fee Statements And Fee Applications Draft CNO regarding Seventeenth Monthly Fee Application. 02/07/2018 ESF Fee Examiner - General Exchange of emails with A. Magaziner regarding schedule for 6th Quarterly Fee applications. 02/07/2018 ESF Fee Examiner - Fee Statements And Fee Applications Review order regarding Fifth Interim Fee Application (.1); email exchange with D. Garrett (TSA) regarding same (.1). 02/07/2018 ESF BDO Consulting Email exchange with N. Vanderhoop (BDO) regarding quarterly fee applications. 0.80 $475.00 $380.00 0.60 $475.00 $285.00 0.60 $225.00 $135.00 0.20 $475.00 $95.00 0.20 $475.00 $95.00 0.10 $475.00 $47.50 02/09/2018 ESF BDO 1.50 $475.00 $712.50 Page 1 of 3
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 11 of 18 135 East 57th Street - 6th Floor New York, NY 10022 Phone: 212-641-0800 Analysis of January 2018 time and expense entries for compliance with Guidelines and Local Rules (1.2); review budget and fee application (.3). 02/13/2018 ESF Pachulski Stang Ziehl & Jones LLP Analysis of time entries for compliance with Guidelines and Local Rules for September - November 2017 (2.4); review retention order regarding rate increases (.1); review budget information (.2). 02/15/2018 EMK Gibson Dunn & Crutcher LLP Preliminary analysis of fees and expenses from 7th Interim Period for compliance with UST Guidelines and local rules. 02/15/2018 EMK Pachulski Stang Ziehl & Jones LLP Preliminary analysis of fees and expenses from 7th Interim Period for compliance with UST Guidelines and local rules. 02/16/2018 EMK Young Conaway Stargatt & Taylor, LLP Preliminary analysis of fees and expenses from 7th Interim Period for compliance with UST Guidelines and local rules. 02/16/2018 ESF Pachulski Stang Ziehl & Jones LLP Analysis of time entries for compliance with Guidelines and Local Rules for Seventh Interim Period (3.1); review budget, staffing and application (.7). 02/19/2018 ESF BDO Consulting Analysis of fees and expenses for compliance with Guidelines and Local Rules (November/December fee statement). 02/28/2018 ESF Gibson Dunn & Crutcher LLP Review Supplemental Declaration of Robert Klyman regarding rate increase for 2018 (.3); review of time entries for Seventh Interim Fee Period for final determination of time entries for inclusion in Initial Report (3.8); draft Initial Report for Seventh Interim Fee Period (1.1). 02/28/2018 ESF Young Conaway Stargatt & Taylor, LLP Review YGST time entries for Seventh Interim Period for compliance with Guidelines and local rules (2.9); draft preliminary statement of issues (.3). 2.70 $475.00 $1,282.50 1.20 $225.00 $270.00 1.10 $225.00 $247.50 1.20 $225.00 $270.00 3.80 $475.00 $1,805.00 1.40 $475.00 $665.00 5.20 $475.00 $2,470.00 3.20 $475.00 $1,520.00 Page 2 of 3
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 12 of 18 135 East 57th Street - 6th Floor New York, NY 10022 Phone: 212-641-0800 For professional services rendered 23.80 $10,280.00 Invoice Amount $10,280.00 Balance Due $20,589.50 Retainer Balance (as of 03/16/2018) $5,487.25 Page 3 of 3
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 13 of 18 Summary of Fees by Timekeeper by Project Code Fee Examiner General Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 0.20 $95.00 Total 0.20 $95.00 Fee Examiner Fee Statements and Fee Applications Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 1.60 $760.00 Edward M. Kennedy Legal Assistant $225.00 0.60 135.00 Total 2.20 $895.00 BDO Consulting Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 3.00 $1,425.00 Total 3.00 $1,425.00 Gibson Dunn & Crutcher LLP Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 5.20 $2,470.00 Edward M. Kennedy Legal Assistant $225.00 1.20 270.00 Total 6.40 $2,740.00 Pachulski Stang Ziehl & Jones LLP Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 6.50 $3,087.50 Edward M. Kennedy Legal Assistant $225.00 1.10 247.50 Total 7.60 $3,335.00
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 14 of 18 Young Conaway Stargatt & Taylor LLP Timekeeper Title Year Admitted Rate Hours Amount Elise S. Frejka Partner 1991 $475.00 4.40 $2,090.00 Total 4.40 $2,090.00
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 15 of 18 EXHIBIT B
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 16 of 18 BUDGETED AMOUNT JANUARY AND FEBRUARY 2018: $20,000 PROFESSIONAL RATES: Name of Professional Elise S. Frejka Position of the Application, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner since 2015. Member of the New York Bar since 1991. Primary practice area: Business Restructuring and Reorganization Hourly Billing Rate $475.00
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 17 of 18 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TSAWD HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Obj. Deadline: March 30, 2018 at 4:00 p.m. NOTICE OF SEVENTEENTH MONTHLY FEE APPLICATION TO: (I) THE DEBTORS; (II) THE OFFICE OF THE UNITED STATES TRUSTEE; (III) COUNSEL FOR THE DIP LENDERS; (IV) COUNSEL FOR WELLS FARGO BANK, NATIONAL ASSOCIATION; (V) COUNSEL FOR THE DEBTORS; AND (VI) COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PLEASE TAKE NOTICE that the Seventeenth Monthly Application of Frejka PLLC as Counsel for the Fee Examiner for Allowance of Compensation and Reimbursement of Expense Incurred for the Interim Period from January 1, 2018 through and including February 28, 2018 (the Application ) has been filed with the United States Bankruptcy Court for the District of Delaware (the Court ). The Application seeks allowance of interim fees in the amount of $10,280.00 and interim expenses in the amount of $0.00. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before March 30, 2018 at 4:00 p.m. (ET) (the Objection Deadline ) with the with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 1980. You must also service any such objection so as to be received by the following on or before the Objection Deadline: (i) Sports Authority Holdings, Inc., 2305 East Arapahoe Road, Suite 234, Centennial, CO 80122 (Attn: Douglas Garrett); (ii) the attorneys for the Debtors, (A) Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, CA 90071 (Attn: Robert A. Klyman) and (B) Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Rodney Square, Wilmington, DE 19801 (Attn: Michael R. Nestor); (iii) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn: Hannah McCollum); (iv) counsel for the DIP Lenders under the Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, Riemer & Braunstein LLP, Three Center Plaza, Boston, Massachusetts 02108 (Attn: Donald Rothman); (v) counsel for Wells Fargo Bank, National Association, in its capacity as FILO Agent under the Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2015, Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110 (Attn.: Kevin Simard); (vi) counsel for the Official Committee of Unsecured 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSAWD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSAWD, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the abovecaptioned Debtors is located at 2305 East Arapahoe Road, Suite 234, Centennial, CO 80122.
Case 16-10527-MFW Doc 4051 Filed 03/16/18 Page 18 of 18 Creditors, Pachulski Stang Ziehl & Jones LLP, 919 North Market St., 17th Floor, Wilmington, DE 19801 (Attn: Bradford J. Sandler and Colin Robinson); and (vii) Frejka PLLC, 135 East 57 th Street 6 th Floor, New York, New York 10022 (Attn: Elise S. Frejka). PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ADMINISTRATIVE ORDER, PURSUANT TO SECTIONS 331 AND 105(a) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 2016(a), AND LOCAL RULE 2016-2, ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF PROFESSIONALS [DOCKET NO. 806], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF THE REQUESTED FEES AND 100% OF THE REQUESTED EXPENSES, WITHOUT FURTHER ORDER OF THE COURT. PLEASE TAKE FURTHER NOTICE THAT ONLY IF AN OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURE WILL A HEARING BE HELD ON THE APPLICATION. Dated: New York, New York March 16, 2018 /s/ Elise S. Frejka Elise S. Frejka FREJKA PLLC 135 East 57 th Street 6 th Floor New York, New York 10022 (212) 641-0800 Attorneys for the Fee Examiner 2