IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: )
) Chapter 11 )
ORCHIDS PAPER PRODUCTS COMPANY, et al., ) Case No. 19-10729 (MFW) )
) Jointly Administered
Debtors 1 )
) Objection Deadline: August 21, 2019 at 4:00 p.m. )
FIRST INTERIM FEE APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM APRIL 18, 2019 THROUGH JUNE 30, 2019
Name of Applicant: Alvarez & Marsal North America, LLC
Date of Retention: Effective as of April 18, 2019
April 18, 2019 through June 30, 2019
This is a(n): Monthly x Interim Final Application
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Orchids Paper Products
Company, a Delaware corporation (6944), Orchids Paper Products Company of South Carolina, a Delaware corporation (7198), and Orchids Lessor SC, LLC, a South Carolina limited liability company (7298). The location of the Debtors’ mailing address is 201 Summit View Drive, Suite 110, Brentwood, Tennessee 37027.
Authorized to Provide Professional Services to:
Official Committee of Unsecured Creditors
Period for which compensation and reimbursement is sought:
Amount of Compensation sought as actual,
reasonable and necessary: $182,500.00 Amount of Expense Reimbursement sought as
Requested Payment Amount:
Fees at 100%: Expenses at 100%: Total:
Prior Applications
Professional Position Group
Mark Greenberg Managing Director Restructuring Richard Newman Managing Director Restructuring Joseph Gardemal Managing Director DI1
Scott Colcord Senior Director PI2
Dan You Senior Director DI1
Seth Waschitz Director Restructuring
Amita Kancherla Director DI1
Sean Skinner Associate Restructuring
Spencer Levy Associate Restructuring
Michael Sullivan Analyst Restructuring
Subtotal
1. Disputes & Investigations Group 2. Performance Improvement Group
n/a n/a
7/31/2019 n/a n/a n/a
7/31/19 [•]
6/1/19 -
6/30/19 $75,000.00 $8,560.27
Objections to Fee Applications
Date of Fee Application Date of Objection $525 4.6 $400 180.9 887.6 $550 45.6 $725 197.0 $550 154.6 $925 189.5 $750 15.6 $800 35.0 $510 46.6 HOURS BY PROFESSIONAL
Billing Rate Hours
$925 18.2 Total Fees Subject to Objection Total Expenses Subject to Objection 7/11/2019 n/a TOTALS $182,500.00 $20,679.94 Approved Expenses Holdback 7/11/19 [348] 4/18/19 - 5/31/19 $107,500.00 $12,119.67 Date & Docket No.# Filing
Period Requested Fees
Requested Expenses
CNO Date &
Docket No. Approved Fees $182,500.00
Project Category Asset Sales
Case Administration Cash Budget
Claims / Liabilities Subject to Compromise Contracts
Court Attendance / Participation Fee Application
Financial & Operational Matters Financial Matters (DIP, Exit, Other) Firm Retention
General Correspondence with Debtors & Debtors' Professionals General Correspondence with UCC & UCC Counsel
Insurance Matters Employee Matters Miscellaneous Motions
Plan of Reorganization / Disclosure Statement Potential Avoidance Actions / Litigation Matters SOFAs & SOALs
Travel Valuation Subtotal 75.9 1.6 0.4 31.4 21.0 234.5 38.4 17.6 148.7 41.8 8.5 21.8 Hours 94.5 Miscellaneous $296.29 Transportation $5,047.47 Total $20,679.94 Airfare $10,119.87 Lodging $4,540.64 Meals $675.67 41.7 24.2 4.3 887.6 EXPENSE SUMMARY
Expense Category Total
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: )
) Chapter 11 )
ORCHIDS PAPER PRODUCTS COMPANY, et al., ) Case No. 19-10729 (MFW) )
) Jointly Administered
Debtors1 )
) )
FIRST INTERIM FEE APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM APRIL 18, 2019 THROUGH JUNE 30, 2019
I. JURISDICTION, VENUE AND STATUTORY PREDICATES FOR RELIEF SOUGHT
Alvarez & Marsal North America, LLC (“A&M”), financial advisor to the Official Committee of Unsecured Creditors (the "Committee") appointed in the case of the above-captioned debtors (the "Debtors"), hereby submits its first interim fee application (the "Application") for entry of an order pursuant to section 331 of title 11 of the United States Code, 11 U.S.C. §§101 et seq, as amended (the "Bankruptcy Code") granting it interim compensation and reimbursement of expenses for the period from April 18, 2019 through June 30, 2019. In support hereof, A&M respectfully represents as follows:
1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §1334. This is a core
proceeding pursuant to 28 U.S.C. §157(b)(2)(A) and (B). Venue of this proceeding and this Application is proper in this District pursuant to 28 U.S.C. §§1408 and 1409. The statutory predicate for the relief sought herein is section 331 of the Bankruptcy Code.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Orchids Paper Products
II. BACKGROUND
8. The undersigned hereby attests that he has reviewed the requirements of Local Rule 2016-1 and this Application conforms to such requirements.
6. The total sum due to A&M for professional services rendered on behalf of the Committee for the Compensation Period is $182,500.00. A&M submits that the professional services it rendered on behalf of the Committee during this time were reasonable and necessary.
7. A&M also expended costs on behalf of the Committee in the sum of $20,679.94 during the Compensation Period.
5. A&M has rendered services on behalf of the Committee for the period from April 18, 2019 through June 30, 2019 (the “Compensation Period”), totaling 887.6 hours of professional time.
2. On April 1, 2019 (the "Petition Date"), the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the management of their businesses and operation of their properties pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
3. In accordance with the provisions of section 1102(b) of the Bankruptcy Code, on April 15, 2019, the United States Trustee appointed the Committee in the Debtors' cases.
Dated: July 31, 2019 Respectfully submitted, Chicago, IL
ALVAREZ & MARSAL NORTH AMERICA, LLC
By: /s/ Rich Newman Rich Newman
540 W. Madison St. Suite 1800 Chicago, IL 60661
Telephone: 312.288.4056
professional services rendered to the Debtors in the sum of $182,500.00 and reimbursement of actual and necessary expenses incurred in the sum of $20,679.94 for the period from April 18, 2019 through June 30, 2019; (ii) payment representing 100% of total fees billed and 100% of the expenses incurred during the Compensation Period, as provided under the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals [Docket No. 138]; and (iii) such other relief as this Court deems just and proper.
Financial Advisor to the Official Committee
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
ORCHIDS PAPER PRODUCTS COMPANY, et al.,1 Debtors.
Chapter 11
Case No. 19-10729 (MFW) (Jointly Administered)
Hearing Date: August 27, 2019 at 1:00 p.m. (ET) Obj. Deadline: August 20, 2019 at 4:00 p.m. (ET)
NOTICE OF APPLICATION
PLEASE TAKE NOTICE that, Alvarez & Marsal North America, LLC (“Applicant”),
financial advisor to the Official Committee of Unsecured Creditors (the “Committee”) of Orchids Paper Products Company, et al., appointed in the bankruptcy cases of the above-captioned debtors and debtors-in-possession (the “Debtors”), filed the First Interim Fee
Application of Alvarez & Marsal North America, LLC for Payment of Compensation and Reimbursement of Expenses as Financial Advisor to the Official Committee of Unsecured Creditors for the Period from April 18, 2019 through June 30, 2019 (the “Application”) with
the United States Bankruptcy Court for the District of Delaware (the “Court”).
PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the
Application shall be filed with the Court in accordance with the local rules and the Order
Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 138] (the “Compensation Order”) and served so as to be received no
later than August 20, 2019 at 4:00 p.m. (ET) (the “Objection Deadline”) upon the following parties: (i) Orchids Paper Products Company, 201 Summit View Drive, Suite 110, Brentwood, TN 37027 (Attn: Richard S. Infantino) or [email protected]; (ii) counsel to the Debtors, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, DE 19801 (Attn: Christopher Ward and Shanti Katona) or [email protected] and [email protected]; (iii) counsel to the Official Committee of Unsecured Creditors, Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020 (Attn: Mary E. Seymour and Jennifer B. Kimble) or [email protected] and [email protected]; and (iv) the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn: Juliet M. Sarkessian) or [email protected].
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application will
be held before The Honorable Mary F. Walrath at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Courtroom No. 4, Wilmington,
1
-2-
Delaware 19801 on August 27, 2019 at 1:00 p.m. (ET). Only those objections made in writing and timely filed and received in accordance with the Compensation Order and the procedures described herein will be considered by the Court as such hearing.
PLEASE TAKE FURTHER NOTICE THAT IF NO TIMELY OBJECTIONS TO THE APPLICATION ARE FILED, THE BANKRUPTCY COURT MAY ENTER AN ORDER GRANTING THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
Dated: July 31, 2019 MONTGOMERY McCRACKEN WALKER &
RHOADS LLP
/s/ Marc J. Phillips
Marc J. Phillips (No. 4445)
1105 North Market Street, Suite 1500 Wilmington, DE 19801
Telephone: (302) 504-7823 Email: [email protected] -and-
LOWENSTEIN SANDLER LLP
Kenneth A. Rosen, Esq. (admitted Pro Hac Vice) Mary E. Seymour, Esq. (admitted Pro Hac Vice) Bruce Buechler, Esq. (admitted Pro Hac Vice) Joseph DiPasquale, Esq. (admitted Pro Hac Vice) One Lowenstein Drive
Roseland, New Jersey 07068 Telephone: (973) 597-2500 E-mail: [email protected]
[email protected] [email protected] [email protected] Jennifer Kimble, Esq. (admitted Pro Hac Vice) Gabriel L. Olivera, Esq. (admitted Pro Hac Vice) 1251 Avenue of the Americas
New York, New York Telephone: (212) 262-6700 Facsimile: (212) 262-7402 E-mail: [email protected]
Counsel for the Official Committee of Unsecured
CERTIFICATE OF SERVICE
I, the undersigned, hereby certify that on the 31st day of July, 2019, I served a true and correct copy of the foregoing First Interim Fee Application of Alvarez & Marsal North
America, LLC for Payment of Compensation and Reimbursement of Expenses as Financial Advisor to the Official Committee of Unsecured Creditors for the Period from April 18, 2019 through June 30, 2019 upon the parties listed below in the manner indicated:
VIA HAND DELIVERY and EMAIL:
Christopher Ward, Esq. Shanti Katona, Esq. Polsinelli, PC
222 Delaware Avenue, Suite 1101 Wilmington, DE 19801
Email: [email protected] Email: [email protected] Juliet M. Sarkessian, Esq.
Office of the United States Trustee 844 N. King Street, Suite 2207 Lockbox 35
Wilmington, DE 19801
Email: [email protected]
VIA FIRST CLASS U.S. MAIL and EMAIL:
Jerry L. Switzer, Jr., Esq. Polsinelli, PC
150 N. Riverside Plaza, Suite 3000 Chicago, IL 60606
Email: [email protected] Richard S. Infantino
Orchids Paper Products Company 201 Summit View Drive, Suite 110 Brentwood, TN 37027
Email: [email protected]
/s/ Marc J. Phillips
