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Full title: Certification of Counsel Regarding Stipulation and Agreement Regarding Administrative Expense and Professional Fee Claim of Ryan, LLC (related document(s)1389, 1418) Filed by Wind-Down Administrator. (Enos, Kenneth) (Entered: 04/20/2021)

Document posted on Apr 19, 2021 in the bankruptcy, 17 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314).In re: Case No. 20-10010 (CSS) BDC Inc., et al., (Jointly Administered) Debtors.1 ORDER APPROVING STIPULATION AND AGREEMENT REGARDING ADMINISTRATIVE EXPENSE AND PROFESSIONAL FEE CLAIM OF RYAN, LLC Upon consideration of that certain Stipulation and Agreement Regarding Administrative Expense and Professional Fee Claim of Ryan, LLC, a copy of which is attached hereto as Exhibit 1 (the “Stipulation”), and the related certification of counsel submitted by counsel to the Wind-Down Administrator; and it appearing that no other or further notice is required; and this Court having found that it has jurisdiction to consider the requested relief in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States DistrictCourt for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having determined that it may enter a final order consistent with Article III of the Constitution; and after due deliberation and sufficient cause appearing therefor, 1The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314).Authorizing the Debtors to Retain and Compensate Certain Professionals Utilized in the Ordinary Course of Business, and (II) Waiving 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (783

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 20-10010 (CSS) BDC Inc., et al., (Jointly Administered) Debtors.1 Ref. Docket Nos. 1389 and 1418 CERTIFICATION OF COUNSEL REGARDING STIPULATION AND AGREEMENT REGARDING ADMINISTRATIVE EXPENSE AND PROFESSIONAL FEE CLAIM OF RYAN, LLC On February 8, 2021, Ryan, LLC (“Ryan”) filed the Motion of Ryan, LLC for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. § 503(b)(1)(A) [Docket No. 1389] (the “Administrative Expense Motion”), requesting entry of an order allowing Ryan’s administrative expense claim against the above-captioned debtors and their debtor affiliates (the “Debtors” or the “Post-Effective Date Debtors”) in the amount of $47,496.43 (the “Administrative Expense Claim”). Ryan attached invoices to the Administrative Expense Motion that reflect the specific services Ryan seeks payment for in the Administrative Expense Claim (collectively all such services set forth in the Administrative Expense Claim as the “Tax Services”). On February 22, 2021, Ryan filed the Motion of Ryan, LLC for Professional Fee Claim [Docket No. 1418] (the “Professional Fee Application”), requesting approval of professional fees 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). The location of the Debtors’ service address is: 2807 Allen Street, Box 833, Dallas, TX 75204-4062.

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in the amount of $47,496.43 relating to the provision of the Tax Services (the “Professional Fee Claim,” and together with the Administrative Expense Claim, the “Claims”). Ryan asserts that the Claims comprise (i) contingency fees owed to Ryan in the amount of $32,246.43 (the “Contingency Fee”) and (ii) fixed fees owed to Ryan in the amount of $15,250.00. Subsequent to the filing of the Claims, the Wind Down Administrator for the Post-Effective Date Debtors (the “Wind-Down Administrator”), New Dairy OpCo, LLC, the purchaser of substantially all of the Debtors’ assets (“New Dairy”), and Ryan, each by and through their respective counsel and representatives, reached a consensual agreement to fully and finally resolve the Claims as set forth further in the stipulation attached as Exhibit 1 (the “Stipulation”) to the proposed form of Order attached hereto as Exhibit A (the “Proposed Order”). The Stipulation provides, among other things that, Ryan shall have an allowed administrative expense claim against the Post-Effective Date Debtors in the amount of $15,250.00, and New Dairy shall pay Ryan the Contingency Fee a in the total amount of $33,307.57.

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Accordingly, the Post-Effective Date Debtors respectfully request that the Proposed Order be entered at the Court’s earliest convenience without further notice or a hearing. Dated: April 20, 2021 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Kenneth J. Enos M.Blake Cleary (No. 3614) Kenneth J. Enos (No. 4544) Betsy L. Feldman (No. 6410) Jacob D. Morton (No. 6684) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 mbcleary@ycst.com kenos@ycst.com bfeldman@ycst.com jmorton@ycst.com Counsel to the Wind-Down Administrator

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EXHIBIT A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 20-10010 (CSS) BDC Inc., et al., (Jointly Administered) Debtors.1 ORDER APPROVING STIPULATION AND AGREEMENT REGARDING ADMINISTRATIVE EXPENSE AND PROFESSIONAL FEE CLAIM OF RYAN, LLC Upon consideration of that certain Stipulation and Agreement Regarding Administrative Expense and Professional Fee Claim of Ryan, LLC, a copy of which is attached hereto as Exhibit 1 (the “Stipulation”), and the related certification of counsel submitted by counsel to the Wind-Down Administrator; and it appearing that no other or further notice is required; and this Court having found that it has jurisdiction to consider the requested relief in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States DistrictCourt for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having determined that it may enter a final order consistent with Article III of the Constitution; and after due deliberation and sufficient cause appearing therefor, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). The location of the Debtors’ service address is: 2807 Allen Street, Box 833, Dallas, TX 75204-4062.

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IT IS HEREBY ORDERED THAT: 1. The Stipulation is approved as set forth herein. 2. The parties are hereby authorized to take any and all actions reasonably needed toeffectuate the terms of the Stipulation. 3. This Court shall retain jurisdiction over any and all matters arising from or relatedto the implementation or interpretation of the Stipulation or this Order.

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EXHIBIT 1 Stipulation

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 20-10010 (CSS) BDC Inc., et al., (Jointly Administered) Debtors.1 STIPULATION AND AGREEMENT REGARDING ADMINISTRATIVE EXPENSE AND PROFESSIONAL FEE CLAIM OF RYAN, LLC This Stipulation and Agreement (the “Stipulation”) is entered into by and among the Wind-Down Administrator for the above-captioned debtors and their debtor affiliates (the “Debtors” or the “Post-Effective Date Debtors”), New Dairy OpCo, LLC (“New Dairy”), and Ryan, LLC (“Ryan”), effective as of April 20, 2021. The Wind-Down Administrator, New Dairy, and Ryan may each be referred to as a “Party,” and together, the “Parties,” in the Stipulation. RECITALS A. On January 5, 2020, each of the Debtors commenced a voluntary case underchapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). B. The Debtors retained Ryan pursuant to the Order, Pursuant to Sections105(a), 327, 328, and 330 of the Bankruptcy Code, (I) Authorizing the Debtors to Retain and Compensate Certain Professionals Utilized in the Ordinary Course of Business, and (II) Waiving 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). The location of the Debtors’ service address is: 2807 Allen Street, Box 833, Dallas, TX 75204-4062.

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Certain Information Requirements of Local Rule 2016-2 [Docket No. 373] (the “OCP Order”). On March 31, 2020, Ryan also filed a duly executed declaration of disinterestedness as required by the OCP Order. See Docket No. 480. C. On June 26, 2020, this Court entered an order approving a sale ofsubstantially all of the Debtors’ assets to New Dairy. See Docket No. 918. The sale to New Dairy closed effective as of July 20, 2020. D. On December 15, 2020, the Court entered an order confirming the SecondAmended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1321] (including all exhibits and supplements thereto, and as modified or amended from time to time, the “Plan”).2 On January 7, 2021, the effective date of the Plan occurred. Pursuant to Section 9.3 of the Plan, the Wind-Down Administrator was appointed as the sole representative of the Post-Effective Date Debtors. E. On February 8, 2021, Ryan filed the Motion of Ryan, LLC for Allowanceand Payment of Administrative Expense Claims Pursuant to 11 U.S.C. § 503(b)(1)(A) [Docket No. 1389] (the “Administrative Expense Motion”), requesting entry of an order allowing Ryan’s administrative expense claim against the Post-Effective Date Debtors in the amount of $47,496.43 (the “Administrative Expense Claim”). In the Administrative Expense Claim, Ryan asserts that it reviewed the Debtors’ records to identify tax refund or reduction opportunities, which resulted in a total tax refund to the Debtors in the amount of $145,409.56. Ryan also asserts that it prepared and filed the Debtors’ 2020 business personal property returns and retrieved and processed the Debtors’ 2020 property tax assessment notices. Ryan attached invoices to the Administrative Expense Motion that reflect the specific services Ryan seeks payment for in the Administrative 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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Expense Claim (collectively all such services set forth in the Administrative Expense Claim as the “Tax Services”). F. On February 22, 2021, Ryan filed the Motion of Ryan, LLC for ProfessionalFee Claim [Docket No. 1418] (the “Professional Fee Application”), requesting approval of professional fees in the amount of $47,496.43 relating to the provision of the Tax Services (the “Professional Fee Claim”, and together with the Administrative Expense Claim, the “Claims”). G. The Wind-Down Administrator and New Dairy each represent and warrantthat Ryan provided the Tax Services to one or more of the Debtors and/or New Dairy in the ordinary course of business and that one or more of the Debtors and/or New Dairy benefited from same. H. Ryan represents and warrants that Ryan rendered the Tax Services, suchthat certain of the Tax Services were provided to one or more of the Debtors in the ordinary course of business and certain benefits from the Tax Services were received by one or more of the Debtors and New Dairy. I. Ryan asserts that the Claims comprise (i) contingency fees owed to Ryan inthe amount of $32,246.43 (the “Contingency Fee”) and (ii) fixed fees owed to Ryan in the amount of $15,250.00 (the “Fixed Fee”). J. Ryan represents and warrants that it has not sold, assigned, pledged, orotherwise transferred, in whole or in part, any interest in the Claims. K. The Parties acknowledge that, after the filing of the Claims, New Dairyreceived a tax refund in the amount of $4,244.55 on account of a property located at 5200 S Manhattan Ave., Tampa, FL 33611 for the 2020 tax year. The Parties agree that Ryan’s services

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enabled New Dairy to receive such tax refund and that such services entitle Ryan to a contingency fee of $1,061.14. New Dairy agrees to pay such additional contingency fee (the “Additional Contingency Fee”) as part of this Stipulation. L. The Parties acknowledge that Ryan and New Dairy have entered into aProperty Tax Professional Services Agreement, effective January 1, 2021 through December 31, 2021 (the “2021 Agreement”), wherein New Dairy has engaged Ryan to continue to provide services to New Dairy for the 2021 tax year. M. The Parties further acknowledge that Ryan has performed additional work,outside of the Tax Services and the Claims, for which New Dairy may receive tax refunds in the future, entitling Ryan to additional contingency fees after the date of this Stipulation. N. Subsequent to the filing of the Claims, the Wind-Down Administrator, NewDairy, and Ryan, by and through their respective counsel and representatives, reached a consensual agreement to fully and finally resolve the Claims. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the Stipulation and with the intent to be legally bound, the Parties, by and through their respective undersigned counsel, do hereby stipulate and agree as follows: 1. The recitals set forth above are incorporated as if fully set forth herein. 2. The Administrative Expense Motion and Professional Fee Application shallbe deemed resolved as set forth herein. 3. In full and final satisfaction of the Claims, and in exchange for the releaseprovided in Paragraph 5 below, Ryan shall have an allowed administrative expense claim against the Post-Effective Date Debtors in the amount of $15,250.00 under section 503(b)(1)(A) of the Bankruptcy Code (the “Allowed Administrative Expense Claim”), which Allowed

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Administrative Expense Claim the Wind-Down Administrator shall pay or cause to be paid, within five (5) business days of the entry of an order approving this Stipulation (the “Approval Order”), by wire transfer per the instructions provided by Ryan to the Wind-Down Administrator.3 4. Within five (5) business days of the entry of the Approval Order, New Dairyshall pay or cause to be paid to Ryan, by wire transfer per the instructions provided by Ryan, the Contingency Fee and the Additional Contingency Fee in the total amount of $33,307.57. 5. Immediately upon the receipt by Ryan of full payment pursuant toParagraph 3 above, other than Ryan’s rights to the Allowed Administrative Expense Claim, Ryan, on behalf of itself and its subsidiaries, predecessors, successors and assigns, related and affiliated corporations and any and all other entities and/or persons (including any insurers) claiming by, through or under Ryan, and all such entities’ and/or persons’ respective past, present and future shareholders, partners, directors, officers, members, managers, employees, attorneys, advisors, representatives and agents (solely in their capacity as such), shall be deemed to have forever released the Post-Effective Date Debtors, the Debtors, and their estates, the Debtors’ past, present and future shareholders, partners, directors, officers, members, managers, employees, attorneys, advisors, representatives and agents, from and against any and all claims, manner of actions, causes of action, suits, costs, debts, liabilities, obligations, dues, sums of money, damages, judgments, executions and demands whatsoever, of whatever kind or nature, whether known or unknown, suspected or unsuspected, in law or equity, that have been, may have been or may be asserted as of the date of entry of the Approval Order or thereafter arising from or related to the Tax Services. 3 For the avoidance of doubt, the Contingency Fee portion of the Claims shall not be an allowed administrative expense claim against the Post-Effective Date Debtors.

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6. Immediately upon the receipt by Ryan of full payment pursuant toParagraph 4 above, Ryan, on behalf of itself and its subsidiaries, predecessors, successors and assigns, related and affiliated corporations and any and all other entities and/or persons (including any insurers) claiming by, through or under Ryan, and all such entities’ and/or persons’ respective past, present and future shareholders, partners, directors, officers, members, managers, employees, attorneys, advisors, representatives and agents (solely in their capacity as such), shall be deemed to have forever released New Dairy, and New Dairy’s present and future shareholders, partners, directors, officers, members, managers, employees, attorneys, advisors, representatives and agents, from and against any and all claims, manner of actions, causes of action, suits, costs, debts, liabilities, obligations, dues, sums of money, damages, judgments, executions and demands whatsoever related to the Tax Services that could have been asserted in the Administrative Expense Motion or the Professional Fee Application; provided, however, that Ryan does not release any right to payment for services performed before the date of this Stipulation for which a tax refund is received after the date of this Stipulation, entitling Ryan to a contingency fee associated with such tax refund. A list of properties for which tax refunds may be received in the future (entitling Ryan to a future contingency fee) is included on the attached Exhibit A. This release also expressly excludes any work that Ryan performs pursuant to the 2021 Agreement. 7. Each person who executes the Stipulation on behalf of a Party heretorepresents that he or she is duly authorized to execute the Stipulation on behalf of such Party. 8. The Parties have participated in and jointly consented to the drafting of theStipulation, and any claimed ambiguity shall not be construed for or against either of the Parties on account of such drafting.

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9. The Stipulation and all of its terms shall be binding upon and shall inure tothe benefit of the Parties and each of their respective executors, heirs, permitted successors and assigns, and all persons and entities claiming by or through the Parties. 10. During the pendency of the above-captioned chapter 11 cases, the Partiesexpressly consent and submit to the exclusive jurisdiction of the Court over any actions or proceedings relating to the enforcement or interpretation of the Stipulation and any Party bringing such action or proceeding shall bring such action or proceeding in the Court. The Parties consent to the Court entering a final judgment determining such matter and agree that a final judgment in any such action or proceeding, including all appeals, shall be conclusive and may be enforced in other jurisdictions (including any foreign jurisdictions) by suit on the judgment or in any other manner provided by applicable law. 11. This Stipulation and all claims and disputes arising out of or in connectionwith the Stipulation shall be governed by and construed in accordance with the Bankruptcy Code and the laws of the State of Delaware, without regard to choice of law principles to the extent such principles would apply a law other than that of the State of Delaware. 12. Except as otherwise provided herein, the Stipulation constitutes the entireagreement of the Parties concerning the subject matter hereof, and supersedes any and all prior or contemporaneous agreements among the Parties concerning such subject matter. The Parties acknowledge that the Stipulation is not being executed in reliance on any oral or written agreement, promise or representation not contained herein. Any amendment to the Stipulation must be in a writing signed by each of the Parties. 13. The Stipulation may be executed in multiple counterparts, each of whichconstitutes an original, and all of which, collectively, constitute one and the same agreement. The

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signatures of the Wind-Down Administrator, New Dairy, and Ryan need not appear on the same counterpart. [Signature page follows]

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Dated: April 20, 2021 PARTIES: BDC INC. BDC HOLDINGS, LLC ND, LLC BDC OF ALABAMA, LLC BDC OF CINCINNATI, LLC BTC OF CINCINNATI, LLC BDC OF FLORIDA, LLC BDC OF KENTUCKY, LLC BDC OF LOUISIANA, LLC BDC OF MADISONVILLE, LLC BDC OF OHIO, LLC BTC OF OHIO, LLC BDC OF SOUTH CAROLINA, LLC BDC OF TEXAS, LLC CAS, LLC GSSD, LLC NDHT, LLC BDC OF MADISONVILLE SUB, LLC By: /s/ David Dunn Name: David Dunn Title: Wind-Down Administrator NEW DAIRY OPCO, LLC By: /s/ Alex Madrazo Name: Alex Madrazo Title: Chief Legal Officer RYAN, LLC By: /s/ Gerald Quinlan Name: Gerald Quinlan Title: Principal

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EXHIBIT A
Table 1 on page 17. Back to List of Tables
PROPERTY ACCOUNT NOS. DESCRIPTION ENTITY
501 NE 181 St.
Miami, FL 33101
30-2206-001-0070
30-2206-000-0100
Real estate and
business personal
property tax refund
work
Velda Farms,
Inc.
501 NE 181 St.
Miami, FL 33101
40-262723 Real estate and
business personal
property tax refund
work
Borden Dairy
Company of
Florida, LLC
5327 S. Lamar St.
Dallas, TX 75201
99000000215158950 Business personal
property tax refund
work (in litigation)
Milk Products
LP

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