Pg 1 of 9 MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 Telephone: (212 468-8000 Facsimile: (212 468-7900 Lorenzo Marinuzzi Jonathan I. Levine Daniel J. Harris Benjamin W. Butterfield Counsel to the Official Committee of Unsecured Creditors of 21st Century Oncology Holdings, Inc., et al. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 17-22770 (RDD Debtors. (Jointly Administered APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR REIMBURSEMENT OF EXPENSES INCURRED BY FLORIDA ONCOLOGY PARTNERS, LLC ON JUNE 27, 2017 The Official Committee of Unsecured Creditors (the Committee of 21 st Century Oncology Holdings, Inc. and certain of its wholly-owned direct and indirect subsidiaries in the above-captioned chapter 11 cases (the Chapter 11 Cases, as debtors and debtors-in-possession (collectively, the Debtors submits this application (the Application for reimbursement of expenses incurred by Florida Oncology Partners, LLC ( Florida Oncology on June 27, 2017 (the Application Date in connection with these Chapter 11 Cases, and respectfully submits as follows: 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907.
Pg 2 of 9 Background 1. On May 25, 2017 (the Petition Date, the Debtors each filed with the Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 Cases. 2. The office of the United States Trustee (the United States Trustee selected the members of the Committee on June 8, 2017 and filed a notice of appointment on June 15, 2017 [Docket No. 92]. An amended notice of appointment was filed on June 16, 2017 [Docket No. 94]. 2 The Committee selected McKesson Specialty Care Distribution Corporation as its Chair. Jurisdiction and Venue 3. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. 157(b. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief sought herein is 11 U.S.C. 503(b(3(F. Relief Requested 4. By this Application, the Committee requests that the Court allow Florida Oncology s expenses incurred during the Application Periods as administrative expenses of the Debtors, and authorize the Debtors to reimburse Florida Oncology for such expenses, pursuant to the Order (I Establishing Procedures for Interim Compensation and Reimbursement of 2 The members of the Committee are: (i Elekta, Inc., (ii Florida Oncology Partners, LLC, (iii McKesson Specialty Care Distribution Corporation, (iv Mr. Steven Brehio, and (v Cardinal Health 108, LLC. 2
Pg 3 of 9 Expenses for Retained Professionals and (II Granting Related Relief (the Interim Compensation Order [Docket No. 233], and as set forth below. Florida Oncology s Expenses 5. Florida Oncology requests reimbursement of expenses in the aggregate amount of $40.75, as set forth in more detail in the Certification of William F. Leimkuhler (the Certification, attached hereto as Exhibit A. A summary chart of the expenses incurred by Florida Oncology and photocopies of Florida Oncology s receipts are included in the Certification. 6. The expenses were incurred by Florida Oncology in connection with its duties as a representative of a member of the Committee, and such expenses relate to Florida Oncology s attendance at an in-person Committee meeting on June 27, 2017. 7. The expenses incurred by Florida Oncology were necessary to permit the effective performance of its duties under section 1103 of the Bankruptcy Code and are reimbursable from the Debtors estate, in accordance with the Interim Compensation Order. 11 U.S.C. 503(b(3(F; see In re Haven Eldercare, LLC, 382 B.R. 180, 183 (Bankr. D. Conn. 2008 ( The actual and necessary expenses of the lay members of the official unsecured creditors committee... are entitled to treatment as administrative priority claims under Section 503(b(3(F. ; see also In re First Merchants Acceptance Corp., 198 F.3d. 394, 397 (3d Cir. 1999. 8. Accordingly, Florida Oncology s expenses in the amount of $40.75 should be paid by the Debtors as administrative expenses of the Debtors estates under section 503(b(3(F of the Bankruptcy Code, as provided for in the Certification. 3
Pg 4 of 9 WHEREFORE, the Committee respectfully requests that the Court allow the expenses incurred by Florida Oncology, as reflected in Exhibit A attached hereto, and authorize the Debtors to reimburse Florida Oncology in the total amount of $40.75. Dated: August 18, 2017 New York, New York /s/ Lorenzo Marinuzzi Lorenzo Marinuzzi Jonathan I. Levine Daniel J. Harris Benjamin W. Butterfield MORRISON & FOERSTER LLP 250 West 55 th Street New York, New York 10019 Telephone: (212 468-8000 Facsimile: (212 468-7900 Counsel to the Official Committee of Unsecured Creditors of 21st Century Oncology Holdings, Inc., et al. 4
Pg 5 of 9 Exhibit A
Pg 6 of 9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 Case No. 17-22770 (RDD Debtors. (Jointly Administered CERTIFICATION I, William F. Leimkuhler, do respectfully certify as follows: 1. I am the designated representative of Florida Oncology Partners, LLC, a member of the Official Committee of Unsecured Creditors (the Committee of 21st Century Oncology Holdings, Inc., et al., the debtors and debtors-in-possession in the above-captioned 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 21C East Florida, LLC (0905; 21st Century of Florida Acquisition, LLC (7449; 21st Century Oncology Holdings, Inc. (7745; 21st Century Oncology Investments, LLC (3960; 21st Century Oncology Management Services, Inc. (7211; 21st Century Oncology of Alabama, LLC (3649; 21st Century Oncology of Harford County, Maryland, LLC (6540; 21st Century Oncology of Jacksonville, LLC (4308; 21st Century Oncology of Kentucky, LLC (3667; 21st Century Oncology of New Jersey, Inc. (9875; 21st Century Oncology of Pennsylvania, Inc. (0463; 21st Century Oncology of Prince Georges County, Maryland, LLC (2750; 21st Century Oncology of South Carolina, LLC (1654; 21st Century Oncology of Washington, LLC (3274; 21st Century Oncology Services, LLC (6866; 21st Century Oncology, Inc. (8951; 21st Century Oncology, LLC (5899; AHLC, LLC (9353; American Consolidated Technologies, LLC (4024; Arizona Radiation Therapy Management Services, Inc. (3876; Asheville CC, LLC (9175; Associates in Radiation Oncology Services, LLC (0866; Atlantic Urology Clinics, LLC (0029; Aurora Technology Development, LLC (5383; Berlin Radiation Therapy Treatment Center, LLC (3712; Boynton Beach Radiation Oncology, LLC (0780; California Radiation Therapy Management Services, Inc. (7222; Carepoint Health Solutions, LLC (7130; Carolina Radiation and Cancer Treatment Center, LLC (5493; Carolina Regional Cancer Center, LLC (6164; Derm-Rad Investment Company, LLC (4111; Devoto Construction of Southwest Florida, Inc. (3949; Financial Services Of Southwest Florida, LLC (3717; Fountain Valley & Anaheim Radiation Oncology Centers, Inc. (3999; Gettysburg Radiation, LLC (8771; Goldsboro Radiation Therapy Services, LLC (2589; Jacksonville Radiation Therapy Services, LLC (6266; Maryland Radiation Therapy Management Services, LLC (0079; MD International Investments, LLC (3303; Medical Developers, LLC (1261; Michigan Radiation Therapy Management Services, Inc. (3965; Nevada Radiation Therapy Management Services, Incorporated (4204; New England Radiation Therapy Management Services, Inc. (6448; New York Radiation Therapy Management Services, LLC (8868; North Carolina Radiation Therapy Management Services, LLC (4741; OnCure Holdings, Inc. (1697; OnCure Medical Corp. (1053; Palms West Radiation Therapy LLC (4934; Phoenix Management Company, LLC (8644; Radiation Therapy School For Radiation Therapy Technology, Inc. (7840; Radiation Therapy Services International, Inc. (7575; RVCC, LLC (3578; Sampson Accelerator, LLC (2724; Sampson Simulator, LLC (2250; SFRO Holdings, LLC (6927; South Florida Medicine, LLC (6002; South Florida Radiation Oncology, LLC (7256; Treasure Coast Medicine, LLC (0975; U.S. Cancer Care, Inc. (3730; USCC Florida Acquisition, LLC (0485; West Virginia Radiation Therapy Services, Inc. (0691. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907. ny-1288544
Pg 7 of 9 chapter 11 cases. This certification is made in support of my request, as a member of the Committee, for reimbursement of expenses in the aggregate amount of $40.75 for the period from June 27, 2017 through June 27, 2017. 2. The expenses requested as set forth in the attached report (a were incurred solely for the benefit of the Committee, (b I understand to be consistent with the operating guidelines for debtors-in-possession established by the Office of the United States Trustee, (c are reasonable in amount, and (d were necessary to the proper performance of my duties as a representative of the Committee, including attendance at Committee meetings. This request does not seek reimbursement of the incremental expenditure for first class airfare, unless as otherwise noted and explained, and, in accordance with the location at which the Committee meetings were held, such expenditures were necessary to the proper performance of my duties, and every effort has been made to keep expenses to a minimum. Dated: June 27, 2017 Representative ny-1288544 2
Pg 8 of 9 REPORTS OF EXPENSES FOR MEMBERS OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF 21ST CENTURY ONCOLOGY HOLDINGS, INC., ET AL. NAME OF INDIVIDUAL NAME OF MEMBER REPRESENTATIVE: William F. Leimkuhler INSTITUTION: Florida Oncology Partners, LLC Expenses for Meeting(s 6/27/17 / / Total(s Air Transportation Taxi, Bus, Auto Rental Food and Lodging Metro-North RR: $15.25 $ 7.50 Taxi $11.00 Telephone Miscellaneous (Explanation on Additional Pages Parking (Darien Station: $7.00 Total(s for each Date: $40.75 $40.75 ny-1288544 3
Pg 9 of 9 ny-1288544 5