Case BLS Doc 732 Filed 02/28/19 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Debtors.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

)

In re: ) Chapter 11

)

VG Liquidation, Inc., et al.,1 )

)

Case No. 18-11120 (BLS)

Debtors. )

)

Jointly Administered

) Objection Deadline: March , 2018 at 4:00 p.m. (ET) )

SECOND MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF

EXPENSES FOR TAX COMPLIANCE AND CONSULTING SERVICES FOR THE PERIOD OCTOBER 1, 2018 THROUGH JANUARY 31, 2019

SUMMARY

Name of Applicant: PricewaterhouseCoopers LLP ("PwC") Authorized to Provide

Professional Services to: VG Liquidation, Inc., et al ("Debtors") Date of Retention: Effective nunc pro tunc to July 10, 2018 by

order signed August 27, 2018 Period for which compensation and

reimbursement is sought:

October 1, 2018 through January 31, 2019 (the "Fee Period")2

Amount of Compensation sought as actual,

reasonable and necessary: $46,997.20 (80% of $58,746.50) Amount of Expense Reimbursement sought as

actual, reasonable and necessary: $0.00

This is a: X monthly ____ interim ____ final application.

1 _{The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Videology,} Inc. (2191), Collider Media, Inc. (8602), Videology Media Technologies, LLC (6243), LucidMedia Networks, Inc. (8566) and Videology Ltd. The address of the Debtors’ corporate headquarters is 1500 Whetstone Way, Suite 500, Baltimore, MD 21230.

2_{The applicant reserves the right to include any time expended in the period indicated above in future application(s)} if it is not included herein.

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SUMMARY OF PREVIOUSLY FILED FEE STATEMENTS This is the second Monthly Fee Statement filed by PwC.

App No App Date Filing Period Fees Requested Expenses Requested Fees Approved (80/100%) Expenses Approved (100%) Fees Pending (20% Holdback) 1 10/05/2018 [DOC 490] 07/10/2018-08/31/2018 $40,060.29 $0.00 $40,060.29 $0.00 $0.00 Total Fees & Expenses $40,060.29 $0.00 $40,060.29 $0.00 $0.00

SUMMARY BY PROJECT

Total

Project Category and Billing Category Hours Compensation

Fixed Fee Services

Tax Compliance Services

Tax Returns - Federal and State 184.10 $45,000.00

Subtotal - Hours and Compensation - Tax Compliance Services 184.10 $45,000.00 Subtotal - Hours and Compensation - Fixed Fee Services 184.10 $45,000.00 Hourly Services

Tax Consulting Services

General Transaction Support Services 22.90 $11,271.50

Subtotal - Hours and Compensation - Tax Consulting Services 22.90 $11,271.50 Subtotal - Hours and Compensation - Hourly Services 22.90 $11,271.50 Case Administration

Bankruptcy Requirements and Other Court Obligations

Monthly, Interim and Final Fee Applications 4.50 $2,475.00 Subtotal - Hours and Compensation - Bankruptcy Requirements and 4.50 $2,475.00 Other Court Obligations

Subtotal - Hours and Compensation - Case Administration 4.50 $2,475.00 Total - Hours and Compensation Sought for Reimbursement 211.50 $58,746.50

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SUMMARY BY PROJECT AND PROFESSIONAL

Total

Project Category and Professional Position Rate Hours Compensation Fixed Fee Services

Tax Returns - Federal and State

Justin Court Lefevre Partner 6.70

Ryan J Bixler Manager 14.60

Andrew I Jacobson Senior Associate 3.50

Cai Wu Senior Associate 47.90

Franklin Sanchez Rivera Associate 111.40

Subtotal - Tax Returns - Federal and State 184.10 $45,000.00 Total - Hours and Compensation - Fixed Fee Services 184.10 $45,000.00 Hourly Services

Glenn Tallon Partner $685 6.00 $4,110.00

Justin Court Lefevre Partner $685 1.50 $1,027.50

Scott C Musser Director $500 2.00 $1,000.00

Ryan J Bixler Manager $410 7.90 $3,239.00

Zachary C Rosenberg Manager $410 1.50 $615.00

Andrew I Jacobson Senior Associate $320 4.00 $1,280.00

Subtotal - Tax Consulting Services 22.90 $11,271.50

Total - Hourly Services 22.90 $11,271.50

Case Administration

Andrea Clark Smith Director (Bankruptcy) $550 4.50 $2,475.00 Subtotal - Bankruptcy Requirements and Other Court Obligations 4.50 $2,475.00

Total - Case Administration 4.50 $2,475.00

Total - Hours and Compensation - Hourly Services and Case 27.40 $13,746.50 Administration

Total - Hours and Compensation Sought for Reimbursement 211.50 $58,746.50

SUMMARY OF EXPENSE BY TYPE

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

)

In re: ) Chapter 11

)

VG Liquidation, Inc., et al.,1 )

)

Case No. 18-11120 (BLS)

Debtors. ) (Jointly Administered)

)

SECOND MONTHLY FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF

EXPENSES FOR TAX COMPLIANCE AND CONSULTING SERVICES FOR THE PERIOD OCTOBER 1, 2018 THROUGH JANUARY 31, 2019

PricewaterhouseCoopers LLP ("PwC")2 hereby submits this Second Monthly Fee Application of PricewaterhouseCoopers LLP for Compensation for Services Rendered and Reimbursement of Expenses for Tax Compliance and Consulting Services for the Period October 1, 2018 through January 31, 2019 (the "Monthly Fee Application") for interim allowance and payment of compensation for tax compliance and consulting services performed and expenses incurred during the period October 1, 2018 through January 31, 2019 (the "Fee Period").

In support of this Monthly Fee Application, PwC respectfully represents as follows: Jurisdiction and Venue

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has

1 _{The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Gibson} Brands, Inc. (4520); Cakewalk, Inc. (2455); Consolidated Musical Instruments, LLC (4695); Gibson Café & Gallery, LLC (0434); Gibson International Sales LLC (1754); Gibson Pro Audio Corp. (3042), Neat Audio Acquisition Corp. (3784); Gibson Innovations USA, Inc. (4620); Gibson Holdings, Inc. (8455); Baldwin Piano, Inc. (0371); Wurlitzer Corp. (0031); and Gibson Europe B.V. (Foreign). The Debtors’ corporate headquarters is located at 309 Plus Park Blvd., Nashville, TN 37217.

2 _{Capitalized terms not otherwise defined herein have the meanings given to them in the applicable Motion, Order} or other filing (e.g. Monthly Fee Application) defined.

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jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). The Debtors confirm their consent, pursuant to rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with this motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief requested herein are sections 327 (a), 328 (a) of Title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 2016-2.

Background

3. On May 10, 2018 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the above-captioned cases (the “Chapter 11 Cases”)

4. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108.

5. On May 17, 2018, the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed a statutory committee of unsecured creditors pursuant to Bankruptcy Code section 1102. No trustee or examiner has been appointed in these Chapter 11 Cases.

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(I) Authorizing the Employment and Retention of PricewaterhouseCoopers LLP to Provide Tax Compliance and Consulting Services Nunc Pro Tunc to July 10, 2018, (II) Waiving the Time-Keeping Requirements of Local Rule 2016-2, and (III) Granting Related Relief [Docket No. 398] (the “Retention Application”).

7. On August 27, 2018, this Court entered an Order (I) Authorizing the Employment and Retention of PricewaterhouseCoopers LLP to Provide Tax Compliance and Consulting Services Nunc Pro Tunc to July 10, 2018, (II) Waiving the Time-Keeping Requirements of Local Rule 2016-2, and (III) Granting Related Relief [Docket No. 423] (the “Retention Order”).

Relief Requested

8. This Monthly Fee Application has been prepared in accordance with the Bankruptcy Code, the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated June 25, 2018 [Docket No. 234] (the "Interim Compensation Order"), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330, effective May 17, 1996 (the "UST Guidelines," collectively with the Local Rules and the Interim Compensation Order, the "Compensation Guidelines").

9. The Interim Compensation Order establishes certain procedures that each retained professional seeking interim allowance of its fees and expenses may file an application with the Court and serve the Monthly Fee Application to various Notice Parties (as defined in the Interim Compensation Order), and the Notice Parties may object to such requests. Each Notice Party will have until 4:00 p.m. (Prevailing Eastern Time) 20 days after service of a Monthly Fee Application to object to the requested fees and expenses. Upon the expiration of such 20-day period a retained professional may file a certification of no objection with the Court with respect to the unopposed

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portion of the fees and expenses requested in its Monthly Fee Application (each, a “CNO”). After a CNO is filed, the Debtors are authorized and directed to pay the retained professional an amount equal to 80% of the fees and 100% of the expenses requested in the applicable Monthly Fee Application that are not subject to an objection.

(a) This is PwC's second Monthly Fee Application

(b) On November 5, 2018, PwC submitted its first Monthly Fee Statement for fees and expenses incurred from July 10, 2018 through August 31, 2018, requesting $40,060.29 in fees and $0.00 in expenses [Docket No. 490]. 10. At three-month intervals or such other intervals convenient to the Court, the Interim Compensation Order provides that Professionals may file with the Court and serve on the Notice Parties an Interim Fee Application, pursuant to section 331 of the Bankruptcy Code, for interim Court approval and allowance of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period.

(a) The first Interim Fee Application was filed with the Court on October 15, 2018 [Docket No. 511] requesting $40,060.29 in fees and $0.00 in expenses for services rendered from July 10, 2018 through August 31, 2018. The Court approved the Interim Fee Application on November 9 2018 [Docket No. 567].

11. Other than, as provided in Section 504(b) of the Bankruptcy Code, PwC has not shared, or agreed to share, any compensation received with respect to the Fee Period as a result of this case with any person, firm or entity. No agreement or understanding concerning compensation prohibited by 18 U.S.C. § 155 has been made to PwC by any firm, person or entity. The sole and exclusive source of compensation shall be funds of the Debtors' estates.

12. This is PwC's Second Monthly Fee Application. PwC submits this Monthly Fee Application for approval and allowance of interim compensation equal to 80% of the $58,746.50 for actual, reasonable and necessary professional services rendered, and reimbursement of 100%

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of the $0.00 for actual, reasonable and necessary expenses incurred during the Fee Period for a total request of $46,997.20 (the “Total Compensation Amount”).

13. PwC is filing the attached Monthly Fee Application for compensation for professional services rendered and reimbursement of expenses made in these chapter 11 cases during the Fee Period. The Monthly Fee Application contains detailed time logs describing the actual and necessary services provided by PwC during the Fee Period, as well as other detailed information required to be included in fee applications. The Monthly Fee Application is comprised of several exhibits which are attached hereto as follows:

- Exhibit A, provides a summary of the hours and compensation by project; Estimated "Fixed Fee" Services

- Exhibit B, provides a summary of the fixed fee hours and payment information for the internal audit services, including cumulative hours incurred by each professional, the payment associated with fixed fee services;

- Exhibit C, provides the daily time for each of the professionals within each of the project categories or subcategories (tracked in half-hour (0.5) increments);

Hourly and Case Administration Services

- Exhibit D, provides the summary of the hourly fees, including the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested;

- Exhibit E, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity.

Summary of Professional Services Rendered

14. During the Fee Period, PwC professionals rendered tax compliance services to the Debtors in connection with analyses of the Debtors business and on-going operations. PwC professionals tracked their daily hours within the various project categories and summary time records. The time records of PwC, annexed hereto as Exhibit B and Exhibit C, provide a summary and daily breakdown of the time spent by each PwC timekeeper:

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Total

Type of Services Hours Compensation

Fixed Fee Services 184.10 $175,000.00

Hourly Services 22.90 $11,271.50

Case Administration Services 4.50 $2,475.00

Total - Hours and Compensation Sought for Reimbursement 211.50 $58,746.50

Fixed Fee Services

15. During the Fee Period, PwC professionals provided tax compliance services to the Debtors in connection with the Debtors’ business and on-going operations as well as tracked their daily hours, annexed hereto as Exhibit B and Exhibit C.

16. Tax Compliance Services – During the Fee Period, PwC professionals worked on signing and filing the U.S. Corporation Income Tax Return, Form 1120 and the required state corporate income tax returns for the tax year ending December 31, 2017. PwC has presented the fixed fee of $45,000.00 to the Debtors upon filing of the Debtors tax returns in October and November 2018.

Hourly Services

17. During the Fee Period, PwC professionals provided tax consulting services to the Debtors. The hourly time records of PwC, annexed hereto as Exhibit D and Exhibit E, provide a summary and daily breakdown of the time spent by each PwC timekeeper for these tax consulting services and case administration activities.

18. General Transaction Support Services - During the Fee Period, PwC professionals provided tax consulting services related to reviewing the allocation of the purchase price of the asset sale dated August 21, 2018, in accordance with their respective fair market values pursuant to the allocation schedule prepared by the Amobee, Inc. (the “Buyer”) in accordance with IRC Section 1060. PwC provided specific comments to the Debtors and the Buyer, and had several

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phone discussions from the period of January 2, 2019 to January 15, 2019 related to gathering the necessary information from the Debtors and the Buyer in order to verify the IRC Section 1060 allocation. The primary area of discussion between the Buyer and PwC was to help determine the appropriate aggregate deemed sale price pursuant to Treasury Regulation Section 1.338-4. Several iterations of the Form 8594, Asset Acquisition Statement, were prepared by the Buyer and then reviewed by PwC. Based on PwC's review and the subsequent updates to the Form 8594 made by the Buyer, the Debtors and the Buyer agreed to the presentation of the Form 8594.

19. Monthly, Interim and Final Fee Applications - These hours and corresponding fees represent the additional time incurred by PwC bankruptcy retention and billing advisors worked with the PwC tax team to provide guidance and technical expertise associated with the Compensation Guidelines as well as the review and preparation of the initial Interim Fee Application and first Monthly Fee Statement.

20. The fees sought by this Monthly Fee Statement reflect an aggregate of 211.50 hours of professional time spent and recorded in performing services for the Debtors during the Fee Period at a blended average hourly rate of $277.76. PwC will continue to report the hours incurred by its professionals until the final deliverables have been provided to the Debtors in support of the compensation for services rendered to the Debtors and their estates in connection with these chapter 11 cases.

Reasonable and Necessary Services Rendered by PwC

21. This Monthly Fee Application includes details of the services provided by PwC to the Debtors, including, in each instance, the identity of the professionals involved in the provision of such services, the dates of service, the time expended, and a brief description of the services

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sought. PwC charged and now requests those fees that are reasonable and necessary in order for PwC to perform its duties and obligations to the Debtors and customary in this marketplace for similar chapter 11 cases. The billing rates3 set forth in the various summaries of professionals and paraprofessionals rendering services during the Fee Period represent customary rates that are routinely billed to PwC's many clients for similar services. The compensation requested in this Monthly Fee Application does not exceed the reasonable value of the services rendered.

22. This Monthly Fee Application covers the period from October 1, 2018 through and including January 31, 2019. Although every effort was made to include all fees and expenses from the Fee Period in this Monthly Fee Application, some fees and/or expenses from the Fee Period might not be included in this Monthly Fee Application due to delays in processing time and receipt of invoices for expenses and/or for preparation for the instant application subsequent to the covered period. Accordingly, PwC reserves the right to make further applications for allowance of fees and expenses not included herein. This Monthly Fee Application is also made without prejudice to PwC's right to seek further interim allowances and/or a final allowance of compensation in the future in accordance with the Retention Order and the Interim Compensation Order.

Requested Compensation Should Be Allowed

23. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of Section 330 of the Bankruptcy Code to govern the Court's award of such compensation. 11 U.S.C. § 331. Section 330 provides that a Court may award a professional employed under Section 327 of the Bankruptcy Code "reasonable compensation for actual, necessary services rendered and reimbursement for actual, necessary

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expenses." 11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement:

In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including --

(a) the time spent on such services; (b) the rates charged for such services;

(c) whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case

under this title;

(d) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed;

(e) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field, and;

(f) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330.

24. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PwC is fair and reasonable given (a) the complexity of the case, (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 the Bankruptcy Code.

25. In rendering these services, PwC made every effort to maximize the benefit to the Debtors and to work with other professionals employed in the case to avoid duplication of effort. PwC believes that the level of services rendered to achieve the results obtained for the benefit of the Debtors’ estates was reasonable in light of the number and complexity of the issues involved

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in this case at the time the services were rendered. PwC judiciously allocated responsibilities to minimize possible duplication of effort.

Certificate of Compliance and Waiver

26. To the best of its knowledge, PwC believes that this Monthly Fee Application and the description of services set forth herein of work performed are in compliance with the requirements as outlined within the Compensation Guidelines, as well as its Retention Order which granted a waiver of the information requirements relating to compensation requests set forth in Local Bankruptcy Rule 2016-2(d). To the extent that this Monthly Fee Application does not comply in all respects with the requirements of the Compensation Guidelines, PwC believes that such deviations are not material and respectfully requests that such requirements be waived.

Notice

27. Notice of this Monthly Fee Application has been provided to the Debtors and the Notice Parties (as defined in the Interim Compensation Order) and PwC believe that no other or further notice need be provided.

Conclusion

28. PwC respectfully submits that the Total Compensation Amount requested herein is reasonable compensation for the actual and necessary services rendered based upon the time, nature and value of such services. PwC further asserts that the costs of services rendered and expenses incurred are comparable to the cost of similar services and expenses in matters other than under the Bankruptcy Code and consistent with its Retention Application.

29. In summary, by this Monthly Fee Statement, PwC respectfully requests approval and payment by the Debtors of (a) compensation for professional services rendered to the Debtors in the sum of $46,997.20, consisting of: (a) $46,997.20 which is 80% of the fees, $58,746.50

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incurred on behalf of the Debtors for reasonable and necessary professional services rendered by PwC; and (b) $0.00 for actual and necessary costs and expenses.

WHEREFORE, PwC requests that is be allowed reimbursement for its fees and expenses incurred during the Fee Period and that such fees and expenses be paid as administrative expenses of the Debtors' estates.

Dated: February 26, 2019 ___________________________

Justin C. Lefevre, Principal PricewaterhouseCoopers LLP 100 East Pratt Street, Suite 1900 Baltimore, MD 21202

Tax Compliance and Consulting Services Provider to the Debtors

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INTHEUNITED STATESBANKRUPTCYCOURT

FORTHE DISTRICTOFDELAWARE

Inre

VGLIQUIDATION, INC., etal.,^

Debtors.

Chapter 11

CaseNo. I8-III20 (BLS) JointlyAdministered

Obj.Deadline: March20,2019 at4:00p.m.(ET) Hrg. Date:Only ifobjectionsarefiled

NOTICEOF FEEAPPLICATION

TO: (i)theDebtors;(ii)counselto theDebtors; (iii)counselto lenderundertheDebtors’ securedpost-petition debtorinpossessionfinancing facility; (iv)counsel toOfficial CommitteeofUnsecuredCreditors; and(v)theOffice oftheUnited StatesTrustee PLEASETAKENOTICEthat,onFebruary28, 2019,theSecond Monthly Fee

Application ofPricewaterhouseCoopers LLPforCompensationforServicesRendered and ReimbursementofExpensesforTaxCompliance andConsultingServicesforthe Period October 1,2018 Through January31, 2019 (the“Application”),whichseeks approvalofa combinedmonthlyfee applicationforprofessional servicesrenderedtotheDebtors inthe amountof$46,997.20 (80%of$58,746.50),was filedwiththeCourt.

PLEASE TAKEFURTHERNOTICEthat, objections,ifany,to theApplicationare required tobe filed with the Clerkofthe UnitedStatesBankruptcy CourtfortheDistrictof Delaware, 824 North MarketStreet, 3'“^ Floor, Wilmington, Delaware 19801,andserved onthe following, soas to be received no laterthan 4:00 p.m. onMarch20,2019 (the“Objection Deadline”): (i)theDebtors, 1500 WhetstoneWay, Suite200, Baltimore, MD21230,Attn: Dan Smith; (ii)counsel totheDebtors, Cole SchotzP.C., 300EastLombardStreet, Suite 1450, Baltimore, MD21202,Attn: IrvingE. Walker,Esq. and500DelawareAvenue, Suite 1410, Wilmington, DE 19801, Attn: PatrickJ. Reilley, Esq.; (iii)counseltothelenderunderthe Debtors’ securedpost-petitiondebtorinpossessionfinancingfacility, ArentFoxLLP, 1675 Broadway,NewYork,NY 10019,Attn: RobertM. Hirsh, Esq. andJordanaL. Renert,Esq. and BayardLLP, 600N.King Street, Suite400, Wilmington, DE 19801, Attn: JustinR. Alberto, Esq.; (iv)counsel totheCommittee, Cooley LLP, 1114 Avenueofthe Americas, 46thFloor, NewYork, NY 10036,Attn: SethVanAalten, Esq.and MichaelKlein,Esq. and Whiteford, Taylor& PrestonLLC,The RenaissanceCentre, Suite500,405 NorthKing Street, Wilmington, DE 19801, Attn: ChristopherS. Samis, Esq. andL. Katherine Good, Esq.;(v)the Officeofthe United StatesTrusteefortheDistrictofDelaware, 844King Street, Suite 2207,Lockbox35,

' TheDebtorsinthese cases,alongwiththelastfourdigitsofeachDebtor’sfederaltaxidentification number,are:VG Liquidation, Inc. (f/k/aVideology, Inc.)(2191),ColliderMedia,Inc. (8602), VGMTLiquidationLLC (f/k/aVideologyMedia Technologies, LLC) (6243), LucidMediaNetworks, Inc. (8566), and VG Liquidation Ltd. (f/k/aVideology Ltd.), acompany organized underthelawsofEngland and Wales. The addressofthe Debtors’ corporateheadquartersis 1500 Whetstone Way, Suite200,Baltimore,MD21230.

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Wilmington, DE 19801,Attn: DavidL. Buchbinder; and(vi)PricewaterhouseCoopers LLP, 100 EastPrattStreet, Suite 1900, Baltimore,MD 21202,Attn: JustinC. Lefevre, Principal.

PLEASETAKEFURTHERNOTICEthat,pursuanttotheOrderEstablishingProcedures forInterimCompensationandReimbursementofExpensesforProfessionals [DocketNo. 234], ifnoobjections are filedand servedin accordancewiththeaboveprocedures,theDebtorswill beauthorizedtopay80%oftherequestedfeesand 100% oftherequested expenses,without furtherorderoftheCourt.

A HEARINGONTHEAPPLICATION WILLBEHELD, ONLY IFANOBJECTION ISTIMELYFILED, ORTHECOURTDIRECTS OTHERWISE, BEFORETHE

HONORABLEBRENDAN L. SHANNON,U.S. BANKRUPTCYJUDGE, U.S.

BANKRUPTCYCOURT, 824NORTHMARKET STREET, 6THFLOOR,WILMINGTON, DELAWARE 19801,AT ADATEANDTIMETO BE SCHEDULEDBYTHE COURT.

IFYOU FAILTORESPOND INACCORDANCEWITHTHISNOTICE,THECOURT MAYGRANTTHERELIEFREQUESTEDBYTHEAPPLICATIONWITHOUTFURTHER NOTICEORHEARING.

Dated: February28,2019

COLE SCHOTZP.C.

PatrickJ. l^illewNo. 4451) G.DavidDean(No. 6403)

KatherineM. Devanney(No. 6356) 500DelawareAvenue, Suite 1410 Wilmington,DE 19801 Telephone: (302) 652-3131 Facsimile:(302) 652-3117 preilley(@coleschotz.com ddean@coleschotz.com kdevanney@coleschotz.com - and -IrvingE. Walker

300E. LombardStreet, Suite 1450 Baltimore,MD 21202

Telephone: (410) 230-0660 Facsimile:(410) 528-9400 iwalker@coleschotz.com CounselforDebtorsand Debtors inPossession

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CERTIFICATION

STATE OF MARYLAND )

) ss: COUNTY OF BALTIMORE COUNTRY )

Justin C. Lefevre, hereby respectfully certifies and verifies as follows:

1. I am a Principal in the applicant firm, PricewaterhouseCoopers LLP ("PwC"). 2. I have personally supervised many of the tax compliance services rendered by PwC to the Debtors and am familiar with all other work performed on behalf of the partners and professionals employed by PwC.

3. The facts set forth in the foregoing Monthly Fee Application are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 (the “Rule”) and the Interim Compensation Order signed on June 8, 2018 (the “Order”), and submit that the Monthly Fee Application substantially complies with such Rule and Order.

___________________________ Justin C. Lefevre, Principal

PricewaterhouseCoopers LLP 100 East Pratt Street, Suite 1900 Baltimore, MD 21202

Tax Compliance and Consulting Services Provider to the Debtors

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VG Liquidation, Inc., et al., Case 18-11120 (BLS)

PricewaterhouseCoopers LLP – Tax Compliance and Consulting Services

Hours and Compensation Submission

For the Period October 1, 2018 through January 31, 2019 Enclosure:

PricewaterhouseCoopers LLP invoice for professional fees rendered and expenses incurred Fees, $58,746.50

Expenses, $0.00

Hours and Compensation: Exhibits:

Summary by Project Category A Estimated "Fixed Fee" Service

Summary of Hours by Project and Professional B Professional Services by Project, Professional and Date C Hourly and Case Administration Services

Summary of Hours and Fees by Project and Professional D Professional Services by Project, Professional and Date E

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Project Category and Billing Category Hours For the Period October 1, 2018 through January 31, 2019

Summary by Project Category and Billing Category

Total Compensation Fixed Fee Services

184.10

Tax Returns - Federal and State $45,000.00

Subtotal - Hours and Compensation - Tax Compliance Services 184.10 $45,000.00

Subtotal - Hours and Compensation - Fixed Fee Services 184.10 $45,000.00 Hourly Services

22.90

General Transaction Support Services $11,271.50

Subtotal - Hours and Compensation - Tax Consulting Services 22.90 $11,271.50

Subtotal - Hours and Compensation - Hourly Services 22.90 $11,271.50 Case Administration

4.50

Monthly, Interim and Final Fee Applications $2,475.00

Subtotal - Hours and Compensation - Bankruptcy Requirements and Other Court Obligations

4.50 $2,475.00

Subtotal - Hours and Compensation - Case Administration 4.50 $2,475.00 Total - Hours and Compensation Sought for Reimbursement 211.50 $58,746.50

Monday, February 25, 2019

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Project Category and Professional Hours For the Period October 1, 2018 through January 31, 2019

Position

PricewaterhouseCoopers LLP - Tax Compliance and Consulting Services

Total Compensation Fixed Fee Services - Summary of Hours and Fees by Project and Professional

Hours and Payments Previously Requested Tax Returns - Federal and State

Remaining Payments to be Requested in Future Fee Periods Total - Hours and Fixed Fee Payment for Services

Hours and Payments Requested during this Fee Period 184.10 0.00 184.10 $45,000.00 $0.00 $0.00 $45,000.00 Tax Returns - Federal and State

Justin Court Lefevre Partner 6.70

Ryan J Bixler Manager 14.60

Andrew I Jacobson Senior Associate 3.50

Cai Wu Senior Associate 47.90

Franklin Sanchez Rivera Associate 111.40

Subtotal - Tax Returns - Federal and State 184.10 $45,000.00

Total - Hours and Compensation - Fixed Fee Services 184.10 $45,000.00

Monday, February 25, 2019 Page 1 of 1

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Position

Name Hours

Date

For the Period October 1, 2018 through January 31, 2019

Fixed Fee Services - Professional Services by Project, Professional and Date

Description

Senior Associate Andrew I Jacobson

9/4/2018 0119F0001: Assemble PBC listing. 2.00

9/4/2018 0119F0002: ITS discussions on toll charge. 0.50

Manager Ryan J Bixler

9/7/2018 0119F0003: Prepare e-mails and PBCs for tax returns. 1.00

9/11/2018 0119F0004: Perform code set up. 0.50

9/11/2018 0119F0005: Meeting regarding TR. 0.50

9/14/2018 0119F0006: Review of PBCs and status. 1.00

Associate Franklin Sanchez

Rivera

9/18/2018 0119F0007: Prepare tax return workpaper. 4.00

9/24/2018 0119F0008: Status update on compliance. 0.50

Rivera

9/24/2018 0119F0009: Prepare federal return workpaper. 6.00

9/25/2018 0119F0010: Perform status check-in. 0.50

Rivera

9/25/2018 0119F0011: Tax return workpaper. 1.50

Senior Associate Cai Wu

9/25/2018 0119F0012: Federal workpaper. 2.00

9/26/2018 0119F0013: Perform compliance review. 2.00

Senior Associate Cai Wu 9/26/2018 0119F0014: Federal workpaper. 6.00 Associate Franklin Sanchez Rivera

9/26/2018 0119F0015: Tax return workpaper. 1.00

(22)

Position

Name Hours

Date

Description

9/27/2018 0119F0016: Perform status check-in. 0.50

Rivera

9/27/2018 0119F0017: Finalize tax return workpaper and start depreciation 5.00

workpaper rollover. Associate

Franklin Sanchez Rivera

9/27/2018 0119F0018: Continue: Finalize tax return workpaper and start 1.50

depreciation workpaper rollover. Senior Associate

Cai Wu

9/28/2018 0119F0019: Review of stock option and fixed asset. 3.00

Rivera

9/28/2018 0119F0020: Finalize depreciation calculation. 3.00

10/1/2018 0119F0021: Perform compliance review. 1.50

Rivera

10/1/2018 0119F0022: Finalize preparation of federal return and update of 5.00

international 5471 workpapers. Associate

10/1/2018 0119F0023: Continue: Finalize preparation of federal return and update of 2.00 international 5471 workpapers. Manager Ryan J Bixler 10/2/2018 0119F0024: Review of return. 1.00 Senior Associate Cai Wu

10/2/2018 0119F0025: Update of consolidated federal and international workpaper. 5.00

Associate Franklin Sanchez Rivera 10/2/2018 0119F0026: International workpaper. 5.00 Associate Franklin Sanchez Rivera 10/3/2018 0119F0027: Review of 5471s. 2.00 Senior Associate Cai Wu

10/3/2018 0119F0028: Update of foreign reporting. 4.50

10/3/2018 0119F0029: Continue: Update of foreign reporting. 2.50

(23)

Position

Name Hours

Date

Description

Partner Justin Court Lefevre

10/4/2018 0119F0030: TR discussions and review. 2.20

10/4/2018 0119F0031: Perform workpaper update. 0.50

Associate Franklin Sanchez Rivera 10/4/2018 0119F0032: Foreign workpaper. 1.00 Manager Ryan J Bixler

10/5/2018 0119F0033: Review of compliance status and open items. 0.50

Associate Franklin Sanchez Rivera 10/5/2018 0119F0034: Update of 5471s information in CTR. 5.50 Manager Ryan J Bixler 10/7/2018 0119F0035: Review of 5471s. 1.00 Manager Ryan J Bixler 10/7/2018 0119F0036: Review of 8858s. 1.00 Senior Associate Cai Wu

10/7/2018 0119F0037: Prepare 8858s and review of 5471 and 8858s. 5.00

Rivera

10/7/2018 0119F0038: Finalize entering 5471s information in CTR and begin update 3.50 of state returns.

Partner Justin Court Lefevre

10/8/2018 0119F0039: Perform TR review. 4.50

10/8/2018 0119F0040: Review of state returns. 2.30

10/8/2018 0119F0041: Update and perform comment clear. 0.50

Rivera

10/8/2018 0119F0042: Identify assets by state and update of federal officer 5.00

compensation support received from client. Associate

10/8/2018 0119F0043: Continue: Identify assets by state and update of federal 2.00

officer compensation support received from client. Senior Associate

Cai Wu

10/9/2018 0119F0044: Preparation of FBAR filling. 2.50

10/9/2018 0119F0045: Perform combining of states. 2.50

(24)

Position

Name Hours

Date

Description

Rivera

10/9/2018 0119F0046: Update of apportionment information and start working on 6.00

state returns. Associate

10/9/2018 0119F0047: Continue: Update of apportionment information and start 3.00

working on state returns. Senior Associate

Cai Wu

10/10/2018 0119F0048: Consolidate return review. 3.50

Rivera

10/10/2018 0119F0049: Review of state returns including consolidation. 6.00

Rivera

10/10/2018 0119F0050: Continue: Review of state returns including consolidation. 5.00

Associate Franklin Sanchez Rivera 10/11/2018 0119F0051: Clear diagnostics of CTR. 5.00 Associate Franklin Sanchez Rivera

10/11/2018 0119F0052: Continue: Clear diagnostics of CTR. 2.00

Senior Associate Cai Wu 10/12/2018 0119F0053: Perform Xml review. 0.60 Associate Franklin Sanchez Rivera

10/12/2018 0119F0054: Clear diagnostic issues for FBAR return and NY. 4.00

10/15/2018 0119F0055: Meeting regarding post 10/15 return status. 0.30

Rivera

10/16/2018 0119F0056: Clear e-file rejections. 4.00

Rivera

10/19/2018 0119F0057: Clear state rejections. 1.20

10/22/2018 0119F0058: Perform state return review and coordinate status and 1.50

completion.

(25)

Position

Name Hours

Date

Description

Rivera

10/22/2018 0119F0059: Prepare Florida return. 2.00

Rivera

10/25/2018 0119F0060: Conditionally accept FBAR and discussion with CTR. 2.50

Rivera

11/6/2018 0119F0061: Review of 11/15 state returns. 6.00

Rivera

11/7/2018 0119F0062: Update of addresses of banks in FBAR return to resubmit. 1.00

Rivera

11/8/2018 0119F0064: Update of consolidated return. 2.00

Rivera

11/12/2018 0119F0067: Update of state filings. 3.30

11/13/2018 0119F0068: Perform return processing. 0.50

11/14/2018 0119F0069: Perform e-file processing. 2.00

12/3/2018 0119F0070: Update of state notice. 1.00

12/5/2018 0119F0071: Update of contracting. 1.00

184.10 Total - Hours - Tax Compliance Services

184.10 Total - Hours - Fixed Fee Services

(26)

Project Category and Professional Hours For the Period October 1, 2018 through January 31, 2019

Hourly Services and Case Administration - Summary of Hours / Fees by Project and Professional Total Compensation Rate

Position

PricewaterhouseCoopers LLP - Tax Compliance and Consulting Services

Hourly Services

Glenn Tallon Partner $685 6.00 $4,110.00

Justin Court Lefevre Partner $685 1.50 $1,027.50

Scott C Musser Director $500 2.00 $1,000.00

Ryan J Bixler Manager $410 7.90 $3,239.00

Zachary C Rosenberg Manager $410 1.50 $615.00

Andrew I Jacobson Senior Associate $320 4.00 $1,280.00

Subtotal - Tax Consulting Services 22.90 $11,271.50

Total - Hourly Services 22.90 $11,271.50

Andrea Clark Smith Director (Bankruptcy) $550 4.50 $2,475.00

Subtotal - Bankruptcy Requirements and Other Court Obligations 4.50 $2,475.00

Total - Case Administration 4.50 $2,475.00

Total - Hours and Compensation - Hourly Services and Case Administration

27.40 $13,746.50

(27)

Position

Name Hours

Date Description

Total Compensation For the Period October 1, 2018 through January 31, 2019

Hourly Services and Case Administration Services - Professional Services by Project, Professional and Date

Rate Hourly Services

General Transaction Support Services Partner

Glenn Tallon $685

1/3/2019 0119H001: Call with K. Tarpey (Videology) regarding

Form 8594, Asset Acquisition Statement Under Section 1060, review.

1.00 $685.00

Manager

Ryan J Bixler $410

1/3/2019 0119H002: Perform 8594 review and tie-out and agree

amounts on Form 8594 to the provided valuation report and purchase price allocation.

0.50 $205.00

Manager

Ryan J Bixler $410

1/4/2019 0119H003: Perform 8594 review and tie-out and agree

amounts on Form 8594 to the provided valuation report and purchase price allocation.

0.50 $205.00

Senior Associate

Andrew I Jacobson $320

1/7/2019 0119H004: Review and update 2018 taxable income

estimate to determine an estimate of the gain computed as a result of the sale of Videology's assets.

1.00 $320.00

Manager

Ryan J Bixler $410

1/7/2019 0119H005: Provide comments to Amobee based on our

review of the draft Form 8594 provided.

1.50 $615.00 Senior Associate

Andrew I Jacobson $320

1/8/2019 0119H006: Review and update 2018 taxable income

estimate to determine an estimate of the gain computed as a result of the sale of Videology's assets.

3.00 $960.00

Manager

Ryan J Bixler $410

1/8/2019 0119H007: Review the update Form 8594 as provided by

Amobee and update for previous comments PwC provided.

1.00 $410.00 Partner

Glenn Tallon $685

1/9/2019 0119H008: Discussion with K. Tarpey (Videology)

regarding facts supporting the 8594 review. Specifically the ADSP used on the Form 8594.

1.10 $753.50

(28)

Position

Name Hours

Rate

Manager

Ryan J Bixler $410

1/9/2019 0119H009: Review the estimate of 2018 taxable income

and estimated gain calculation from asset sale and determine/calculate the amount of gain that would be recognized on the 2018 tax return as a result of the asset sale. 1.00 $410.00 Manager Zachary C Rosenberg $410 1/9/2019 0119H010: Review of 1060 allocation prepared by Deloitte

and provide specific comments to the core team regarding my review.

0.80 $328.00

Partner

Glenn Tallon $685

1/10/2019 0119H011: Discussion of observations on 8594

computation with Z. Rosenberg (PwC M&A Specialist).

0.50 $342.50 Manager Zachary C Rosenberg $410 1/10/2019 0119H012: Discussion of observations on 8594

computation with G. Tallon (PwC).

0.50 $205.00 Partner

Justin Court Lefevre

$685 1/11/2019 0119H013: Perform partner review of the asset allocation

and inquire with R. Bixler and G. Tallon (both PwC) the comments provided to Amobee.

1.50 $1,027.50

Manager Zachary C

Rosenberg

$410

1/13/2019 0119H014: Respond to answers to follow-up questions

from Amobee regarding section 1060 allocation.

0.20 $82.00 Partner

Glenn Tallon $685

1/14/2019 0119H015: Call with Amobee and K. Tarpey (Videology)

regarding section 1060 asset allocations.

1.20 $822.00 Manager

Ryan J Bixler $410

1/14/2019 0119H016: Perform additional updates regarding the 1060 allocation based upon discussions with Amobee and Videology.

1.50 $615.00

Director

Scott C Musser $500

1/14/2019 0119H017: Respond to answers to follow-up questions

from Amobee regarding section 1060 allocation.

2.00 $1,000.00 Manager

Ryan J Bixler $410

1/14/2019 0119H018: Review the update 8594 that was provided. 0.80 $328.00

(29)

Position

Name Hours

Rate

Partner

Glenn Tallon $685

1/15/2019 0119H019: Update of UK liability issue (based on PwC's comment regarding the appropriate ADSP to use) with purchaser Amobee resulting in changes and review of final changes.

2.20 $1,507.00

Manager

Ryan J Bixler $410

1/15/2019 0119H020: Final review of updated Form 8594 that was

provided by Amobee. Final 8594 was agreed upon by Videology and Amobee.

1.10 $451.00

22.90

Subtotal - Hours and Compensation - General Transaction Support Services $11,271.50

22.90

Subtotal - Hours and Compensation - Tax Consulting Services $11,271.50

22.90

Subtotal - Hours and Compensation - Hourly Services $11,271.50

Bankruptcy Requirements and Other Court Obligations Monthly, Interim and Final Fee Applications

Director (Bankruptcy) Andrea Clark

Smith

$550

10/1/2018 0119H021: Prepare monthly fee statement - based upon

invoices previously provided to Debtors' management.

2.50 $1,375.00 Director (Bankruptcy) Andrea Clark Smith $550

10/4/2018 0119H022: Distribute monthly fee statement to Counsel. 0.40 $220.00

Director (Bankruptcy) Andrea Clark

Smith

$550 10/12/2018 0119H023: Prepare interim fee application for proper

approval by Partner. 0.50 $275.00 Director (Bankruptcy) Andrea Clark Smith $550 10/15/2018 0119H024: Prepare and finalize interim fee application and

distribute to court.

1.10 $605.00 4.50

Subtotal - Hours and Compensation - Monthly, Interim and Final Fee Applications $2,475.00 4.50

Subtotal - Hours and Compensation - Bankruptcy Requirements and Other Court Obligations $2,475.00

4.50

Subtotal - Hours and Compensation - Case Administration $2,475.00

(30)

Position

Name Hours

Rate

27.40

Total - Hours and Compensation - Hourly Services and Case Administration $13,746.50