1N THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
NE OPCO, INC., et al.,' Debtors.
Chapter 11
Case No. 13-11483 (CSS) Jointly Administered
Objection Deadline: March 2a, 2016 at 4:00 p.m.
Hearing Date: To be determined, if necessary
THIRTY-FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF
PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM JANUARY 1, 2016 THROUGH JANUARY 31, 2016 Name of Applicant: Pachulski -Stang Ziehl &Jones LLP
Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors Date of Retention: Effective nunc pro tunc to June 21, 2013 by
order signed on or about August 21, 2013 Period for which Compensation and
January 1, 2016 through January 31, 2016 Reimbursement is Sought:
Amount of Compensation Sought as Actual,
X3,502.50 Reasonable and Necessary:
Amount of Expense Reimbursement Sought as $ 542.24 Actual, Reasonable and Necessary:
This is a: x monthly interim final application.
The total time expended for fee application preparation is approximately 2.0 hours and the corresponding compensation requested is approximately $800.00.
~ The Debtors in these Chapter I 1 Cases, along with the last four digits of each Debtor's federal tax identification number, are NE Opco, Inc. (9830) and NEV Credit Holdings, Inc. (9596). 'The above-captioned Debtors' mailing address is c/o NE Opco, Inc., 32l 1 Internet Boulevard, Suite 200, Frisco, Texas 75034.
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PRIOR APPLICATIONS FILED
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Fi ~c~
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06/21/13 -
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07/31/13
~~~t.~~2~S~Ct~
~ fees
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$4,248.02
11/19/13 $211,475.75 $4,248.02 $211,475.75
12/13/13 08/01/13 -08/31/13 $117,042.00 $1,662.87 $117,042.00 $1,662.87 01/16/14 09/01/13 -09/30/13 $ 42,749.50 $1,084.85 $ 42,749.50 $1,084.85 02/07/14 10/01/13 - 10/31/13 $ $,016.00 $ 261.21 $ 8,016.00 $ 261.21 02/07/14 11/01/13 - 11/30/13 $ 10,353.00 $ 279.80 $ 10,353.00 $ 279.80 03/05/14 12/01/13 - 12/31/13 $ 9,560.50 $ 672.06 $ 9,560.50 $ 672.06 08/15/14 01/01/14 -01/31/14 $ 15,274.00 $ 554.50 $ 15,274.00 $ 554.50 08/19/14 02/01/14 -02/28/14 $ 28,810.50 $2,934.90 $ 28,810.50 $2,934.90 08/20/14 03/01/14- 03/31/14 $ 26,671.00 $ 811.63 $ 26,671.00 $ 811.63 09/02/14 04/01/24- 04/30/14 $ 23,045.50 $ 68.60 $ 23,045.50 $ 68.60 09/10/14 05/01/14- 05/31/14 $ 4,879.50 $ 180.68 $ 4,879.50 $ 180.68 09/16/14 06/01/14- 06/30/14 $ 9,779.50 $ 354.74 $ 5,324.50 $ 354.74 09/26/14 07/01/14- 07/31/14 $ 13,425.00 $ 588.28 $ 10,740.00 $ 588.28 11/24/14 08/01/14- 08/31/14 $ 10,171.50 $1,178.26 $ 8,137.20 $1,178.26 12/19/14 09/01/14- 09/30/14 $ 10,670.50 $1,062.37 $ 8,536.40 $1,062.37 12/24/14 10/01/14- 10/31/14 $ 9,081..50 $ 618.75 $ 7,265.20 $ 618.75 Ol/15/15 11/01/14- 11/30/14 $ 6,765.50 $ 93.89 $ 5,412.40 $ 93.89 01/16/15 12/01/14- 12/31/14 $ 20,741.50 $ 473.21 $ 16,593.20 $ 473.21 02/24/15 Ol/O1/15- 01/31/15 $ 16,378.00 ~ 635.03 $ 13,102.40 $ 635.03 04/09/15 02/01/15- 02/28/15 $ 9,934.50 $ 208.08 $ 7,947.60 $ 208.08 04/16/15 03/01/15- 03/31/15 $ 3,028.00 $ 44.10 $ 2,422.40 $ 44.10 05/14/15 04/01/15 - 04/30/15 $ 7,831.00 $ 433.68 $ 6,264.80 $ 433.68 07/22/15 OS/O1/15- 05/31/15 $ 5,438.50 $ 287.83 $ 4,350.80 $ 287.83 07/27/15 06/01/15 - 06/30/15 $ 2,660.50 $ 69.66 $ 2,128.40 $ 69.66 09/02/15 07/01/15- 07/31/15 $ 3,426.50 $ 397.40 $ 2,741.20 $ 397.40 09/17/15 08/01/15 - 08/31/15 $ 4,987.50 $ 231.80 $ 3,990.00 $ 231.80 10/14/15 09/01/15 - 09/30/15 $ 5,120.50 $ 228.57 $ 4,096.40 $ 228.57 11/19/15 10/O1/1S - 10/31/15 $ 5,974.50 $ 541.68 $ 4,779.60 $ 541.68 12/17/15 11/O1/15 - 11/30/1S $ 2,989.50 $ 178.74 $ 2,391.60 $ 178.74 01/15/16 12/01/15- 12/31/1S $ 3,786.50 $ 144.89 $ 3,029.20 $ 144.89
Z In -the Court's Order approving the Fourth Quarterly Fee Application, the Court approved $33,249.50 in fees which reflects a reduction of $4,455.00. For the purposes of this application, we have noted the reduction in the last month of that period.
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PSZ&J PROFESSIONALS
~ar~i~ €~f ~'r4f~s~i+~rtal ~ P~~~tit~t~: €~~t~te ~:~~~~iLr~nt,--- -~t~urly '~'~~~~I `~ratztl ~
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~ ~~~1~~4V~~ A ~3Vf~ ~~~C~r li lE~ ~Y~~~e ~Sl~Y~
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v __ ~~er~is~ _
Laura Davis Jones---- Partner 2000; Joined Firm 2000; $1,050.00 0.60 $ 630.00 Member of DE Bar since 1986
William L. Ramseyer Of Counsel 1989; Member of CA $ 675.00 1.80 $1,215.00 Bar since 1980
Margaret L. McGee Paralega12007 $ 325.00 3.00 $ 975.00
Cheryl A. Knotts Par°alega12000 $ 305.00 1.50 $ 457.50
Andrea R. Paul Lase Management Assistant 201 $ 250.00 0.30 $ 75.00 Karen S. Neil Case Management Assistant 2003 $ 250.00 0.60 $ 150.00
Grand Total: $3,502.50 Total Hours: 7.80 BIe~itied Rate: $ 449.04
ROCS DE:205322.1 59932/002
COI~/IPENSATI()1~ BY CAT~G(DRY
_._...~_~'rajee~ ~:at~~,c~r~es ~ '_. _. _ _._.~ _ `~'~tE~~ H€~u~ ~ _ _T~t~i Fe~g
Case Administration 2.00 $ 582.50
Compensation of Professional 5.80 _ $2,920,Q0
EXPENSI+~ S~JMMARY
~~es~ C~tegc~~~~ ~e~-~~ic~: JPrea~Fit~er '~'€~~~~
$3SS.34 Delivery/Courier Service Digital Legal
Court Research Pacer ~ $ 7.40
Postage US Mail $ 67.20
Reproduction expense $ 96.40
Reproduction/Scan Copy _ $ 15.90
3 1'SZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for tl~e eatego►~ies described.
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1N THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
NE OPCO, INC., et al.,' ) Case No. 13-11483 (CSS) Jointly Administered Debtors.
Objection Deadline: March 24, 2016 at 4:00 p.m.
Hearing Date: To be determined, if necessary
THIRTY-FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF
PACHULSHI STANG ZIEHL &JONES LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOIE THE PERIOD FROM JANUARY 1, 2016 THROUGH JANUARY 31, 2016
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the
"Bankruptcy Rules"), and the "Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a) and Local Rule 2016-2 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals," signed on or about July 11, 2013 (the "Administrative Order"), Pachulski Stang Ziehl &Jones I,LP ("PSZ&J" or the
"Firm"), Counsel to the Official Committee of Unsecured Creditors, hereby submits its Thirty- First Monthly Application for Compensation and for Reimbursement of Expenses for the Period from January 1, 2016 through January 31, 2016 (the "Application").
By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $3,502.50 and actual and necessary expenses in the amount of $542.24 for a
' The Debtors in these Chapter 1 l Cases, along with the last four digits of each Debtor's federal tax identification number, are NE Opco, Inc. (9830) and NEV Credit Holdings, Inc. (9596), The above-captioned Debtors' mailing address is c/o NE Opco, Inc., 3211 Internet Boulevard, Suite 200, Frisco, Texas 75034.
DOCS DE:205322.1 59932/002
total allowance of $4,044.74 and payment of $2,802.00 (80% of the allowed fees) and
reimbursement of $542.24 (100% of the allowed expenses) for a total payment of $3,344.24 for the period January 1, 2016 through January 31, 201'6 (the "Interim Period"). In support of this
Application, PSZ&J respectfully represents as follows:
Background
On June 10, 2013 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their property and continue to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptc}~ Code. On or about June 21, 2013, an official. committee of unsecured creditors (the "Committee") was appointed in these cases. No trustee or examiner has been appointed in the Debtors' chapter 11 cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ _157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).
3. On or about July 11, 2013, the Court signed the Administrative Qrder, authorizing certain professionals ("Professionals") and members of the Committee to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty days after service of the monthly fee application the Debtors are authot~ized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending September 30, 2013 and at three-month intervals
DOGS DE:205322.1 59932/002 2
thereafter, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court.
4. On or about August 21, 2013, this Court signed its "Order Authorizing and Approving the Retention of Pachulski Stang Ziehl &Jonas LLP as Counsel to the Official
Committee of Unsecured Creditors Nunc Pro Tunc to June 21, 2013" (the "Retention Order").
The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses.
PSZ&J's APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES
Coii~peizsation Paid and Its Source
All services for which PSZ&J requests compensation were performed for or on behalf of the Committee.
6. PSZ&J has received no payment and no promises for payment from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or
understanding between PSG&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in these cases. PSZ&J has received no retainer in this matter.
Fee Statements
7. The fee statements for the Interim Period are attached hereto as Exhibit A.
These statements contain daily time logs describing the time spent by each attorney and
DOCS DT:205322.1 59932/002 3
paraprofessional during the Interim Period. To the best of PSZ&J's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&J's time reports are entered into PS7&J's accounting system either directly by the attorney or paraprofessional performing the services or by an administrative assistant under the direction of the attorney or paraprofessional. The time reports are organized on a daily basis. PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&J's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Cade. PSZ&J has reduced its charges related to any non- working "travel time" to fifty percent (50%) of PSZ&J's standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel.
Actual and Necessary Expenses
8. A summary of actual and necessary expenses incurred by PSZ&J for the Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0.10 per page far photocopying expenses related to cases, such as these, arising in Delaware. PSZ&J's photocopying machines automatically record the number. of copies made when the person that is doing the copying enters the client's account number into a device attached to the photocopier.
PSZ&J summarizes each client's photocopying charges on a daily basis.
9. PSZ&J charges $1.00 per page for out-going facsimile transmissions.
There is no additional charge for long distance telephone calls on faxes. The charge for outgoing
DOCS DE:205322.1 59932/002 4
facsimile tra~zsmissions reflects PSZ&J's calculation of the actual costs incurred by PSZ&J for the machines, supplies and extra labor expenses associated with sending telecopies and is reasanabl~ in relation to the amount charged by outside vendors who provide similar services.
PS7&J does not charge the Committee for the receipt of faxes in these cases.
10. With respect to providers of on-line legal research services (e.g., LEXIS and WESTLAW), PSZ&J charges the standard usage rates these providers charge for
computerized legal research, PSL&J bills its clients the actual amounts charged by such
services, with no premium. Any volume discount received by PSZ&J is passed on to the client.
1 L PSZ&J believes the foregoing; rates are the market rates that the majority of law firms charge clients for such services. In addition, PSZ&J believes that such charges are in accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.
Seminar, y of Services Rendered
12. The names of the partners and associates of PSZ&J who have rendered professional services in these cases during the Interim Period, and the paralegals and case management assistants of FSZ&J who provided services to these attorneys during the Interim Period, are set earth in the attached Exhibit A.
13. PSZ&J, by and through such persons, has pz•epared and assisted in the preparation of various motions and orders submitted to the Court far consideration, advised the Committee on a regular basis with respect to various matters in connection with the Debtors'
DOGS DL:205322.1 59932/002
bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. PSZ&J's efforts have been extensive due to the size and complexity of the Debtors' bankruptcy cases.
Summary of Services by Proiect
14. The services rendered by PSZ&J during the Interim Period can be grouped into the categories set forth below. PSZ&J attempted to place the services provided in the
category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category.
A. Case Administration
15. This category relates to issues regarding the administration of these cases.
During the Interim Period, the Firm, among other things: (1) maintained a memorandum of Critical Dates; (2) reviewed correspondence and pleadings and forwarded them to appropriate parties; and (3) maintained document control.
Fees: $582.50; Hours: 2.00
DOCS DE:205322.1 59932/002 6
B. Compensation of Professionals
16. This category relates to issues regarding compensation of the Firm.
During the Interim Period, the Firm, among other things: (1) performed work regarding its November 2015 monthly and Tenth quarterly fee applications; (2) drafted its December 2015 monthly fee application; and (3) monitored the status and timing of fee applications.
Fees: $2,920.00; Hours: 5.80 Valuation of Services
17. Attorneys and paraprofessionals of PSZ&J expended a total of 7.80 hours in connection with their representation of the Committee during the Interim Period, as follows:
_._t'tT i~~1e (.~~~~~`(}~L'~~~QTI~I. <. A~~5~4~f~I~ f3~ b~' ~~~)~~L'. i3 ~~iZ ~~~1~~~~` I~~t~E __
_.._.._rl,
(.~~i;i~~
~I2€~fF'IC~IIei~ ~tVTLTt17~'#CI" 4?~ ~r€~`~it':~'IIl ~~1~~ ~1rI~~1~'l~, ~'~t7~1t2'S ~i)~1~3f.'I1Sd~I(JIl
I'~s~tzc~~€, Yric~i~ Reier~<~nt ~at~ ~ill~;€~
~~ericrtce, 'S~'~ar rrf ~J~t~irai~~; ~irscl~c~irrg Lic~a~~e ~c~ I'r~~ticc~y fi~r~a' oaf C ~n~~~}
~;x~e~•tis~
W___._____.-- - _.~.- --~_ - _._._ ..
----~~________~____
Laura Davis Jones Partner 2000; Joined Firm 2000; $1,050.00 0.60 $ 630.00 Member of DE Bar since 1986
William L. Ramseyer Of Counsel 1989; Member of CA $ 675.00 1.80 $1,215.00 Bar since 1980
Margaret L. McGee Paralega12007 $ 325.00 3.00 $ 975.00
Cheryl A. Knotts Paralegal 2000 $ 305.00 1.50 $ 457.50
Andrea R. Paul Case Management Assistant 2001 $ 250.00 0.30 $ 75.00 Karen S. Neil Case Management Assistant 2003 $ 250.00 0.60 $ 150.00
G~•and Total: $3,502.50 Total Hours: 7.80 Blended Rate: $ 449.04
18. The nature of work performed by these persons is full}~ set forth in Exhibit A attached hereto. These are PS7&J's normal hourly rates for work of this character. The
DOCS Dr 205322.1 59932/002 7
reasonable value of the services rendered by PSG&J for the Committee during the. Interim Period is $3,502.50.
19. In accordance with the factors enumerated in section 330 of the
Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J 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. Moreover, PSZ&J has reviewed the
requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order.
WHEREFORE, PSZ&J respectfully requests that, for the period January 1, 2016 through January 31, 2016, an interim allowance be made to PS7&J for compensation in the amount of $3,502.50 and actual and necessary expenses in the amount of $542.24 for a total allowance of $4,044.74 and payment of $2,802.00 (80% of the allowed fees) and reimbursement of $542.24 (100% of the allowed expenses) be authorized for a total payment of $3,344.24, and for such other and further relief as this Court may deem just and proper.
Dated: March ~, 2016 PA(r:.~~JI~I TANG ZIEHL &JONES LLP
/Laura Des Jones (Bar No. 2436)
~ Bradford J. Sandler (Bar No. 4142)
Robert J. Feinstein (NY Bar No. RF-2836) Peter J. Keane (Bar No. 5503)
919 North Market Street, 17th Floor Wilmington, DE 19801
Counsel to the Official Committee of Unsecured Creditors
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VERIFICATION STATE OF DELAWARE
COUNTY OF NEW CASTLE
Laura Davis Jones, after being duly sworn according to law, deposes and says:
a) I am a partner with the applicant law firm Pachulski Stang Ziehl &Jones LLP, and have been admitted to appear before this Court.
b) I am familiar with many of the legal services rendered by Pachulski Stang Ziehl &Jones LLP as counsel to the Committee.
c) I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information and belie£ Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order signed on or about July 11, 2013, and submit that the Application substantially complies with such Rule -and Order.
Davis Jones S~, ~~ND SUBSCRIB ~"'
fore e t~iis day of ,~ , 2016.
%f ~`~~~,__.__..~ JOHN BOWES '~`^ otary ~'ublic "~~~nRY PUBLIC
STATE OF DELAWARE
My C~i7lmission Expires: ~y Commission Expires October 14, 2096DOGS DG:205322.1 59 32/002
