HTML Document View

Full title: Final Application for Compensation / Final Fee Application of FTI Consulting, Inc. as Financial Advisor and Chief Restructuring Officer for the Debtor, for Allowance of Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred for the period From May 17, 2020 to April 30, 2021 Filed by FTI Consulting, Inc.. Objections due by 7/14/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E) (Brown, Stuart) (Entered: 06/24/2021)

Document posted on Jun 23, 2021 in the bankruptcy, 27 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Hinkelman has extensive experience with in-court and out-of-court restructurings, including serving as Chief Restructuring Officer and Interim Chief Financial Officer of Promise Healthcare Group, LLC and Chief Restructuring Officer for Adeptus Health Inc., Vertellus Specialties Inc., IMRIS, Inc., Classic Party Rentals, Inc., Trident Microsystems Inc., and Fairfield Residential LLC and co-Chief As part of the process, FTI:  worked with the Debtors to review the claims register and remove duplicate and amended claims;  reconciled the proofs of claims filed to the Debtors’ books and records;  prepared summaries of the various claim types and priorities to supplement liquidity analysis performed by FTI professionals;  prepared claim schedules to include in filed claim objections;  provided estimation of claims for the Disclosure Statement and other analyses. q) Preparation and Attendance at Bankruptcy Court Hearings 1) FTI professionals prepared for and virtually attended various court hearings, including First Day Motions, Interim and Final DIP hearing, and other scheduled hearings and auctions with respect to the Debtors’ bankruptcy proceedings.FTI respectfully submits that the compensation requested in the Application should be allowed because it is for actual, necessary services rendered by FTI in service to the Debtors, in their capacity as debtors in possession pursuant to section 1107(a) of the Bankruptcy Code, and such compensation is reasonable under the standard set forth in section 363(b) of the Bankruptcy Code.WHEREFORE, FTI respectfully requests that the Court enter an order (i) approving final compensation for professional services rendered as Financial Advisor and Chief Restructuring Officer for the Debtors during the Final Fee Period in the amount of $2,662,976.50 and expenses incurred in connection with rendering such services in the aggregate amount of $7,206.94; (ii) granting FTI final allowance in the amount of $6,000.00 for Estimated Fees to be incurred for preparation of this Application; and (iii) granting to FTI such other and further relief to which it may be justly entitled.

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) COMCAR INDUSTRIES, INC., et al.,1 ) Case No. 20-11120(LSS) ) Debtors. ) (Jointly Administered) ) SUMMARY OF FINAL FEE APPLICATION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR AND CHIEF RESTRUCTURING OFFICER FOR THE DEBTOR, FOR ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM MAY 17, 2020 THROUGH APRIL 30, 2021 Name of Applicant: FTI Consulting, Inc. Authorized to Provide Professional Services to: Comcar Industries, Inc., and its above-captioned debtor affiliates, as debtors and debtors in possession Capacity: Financial Advisor and Chief Restructuring Officer Date of Retention: Effective May 17, 2020 Period for which compensation and May 17, 2020 through April 30, 2021 (Final reimbursement is sought: Fee Period) Amount of Final Compensation sought as $ 2,662,976.50 actual, reasonable, and necessary: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: 9th Place Newberry, LLC (0359); 16th Street Pompano Beach, LLC (0278); CCC Spotting, LLC (0342); CCC Transportation, LLC (1058); Charlotte Avenue Auburndale, LLC (2179); Coastal Transport, Inc. (2918); Coastal Transport Logistics, LLC (7544); Comcar Industries, Inc. (8221); Comcar Logistics, LLC (2338); Comcar Properties, Inc. (9545); Commercial Carrier Corporation (8582); Commercial Carrier Logistics, LLC (7544); Commercial Truck and Trailer Sales Inc. (0722); Cortez Blvd. Brooksville, LLC (2210); CT Transportation, LLC (0997); CTL Distribution, Inc. (7383); CTL Distribution Logistics, LLC (7506); CTL Transportation, LLC (0782); CTTS Leasing, LLC (7466); Detsco Terminals, Inc. (9958); Driver Services, Inc. (3846); East Broadway Tampa, LLC (2233); East Columbus Drive Tampa, LLC (3995); Fleet Maintenance Services, LLC (1410); MCT Transportation, LLC (0939); Midwest Coast Logistics, LLC (7411); Midwest Coast Transport, Inc. (0045); New Kings Road Jacksonville, LLC (4797); Old Winter Haven Road Auburndale, LLC (4738); W. Airport Blvd. Sanford, LLC (0462); Willis Shaw Logistics, LLC (7341); WSE Transportation, LLC. The corporate headquarters and the mailing address for the Debtors listed above is 8800 Baymeadows Way West, Suite 200, Jacksonville, Florida 32256.

1

Amount of Final Expense reimbursement $ 7,206.94 sought as actual, reasonable, and necessary: Total amount of compensation sought for $ 6,000.00 estimated fees to be incurred for fee application preparation: Total Amount of Compensation and Expense $ 2,676,183.44 Reimbursement Sought for the Final Fee Period: This is a/an monthly interim X final application.

2

COMCAR INDUSTRIES, INC., et al., - CASE NO. 20-11120 FTI CONSULTING, INC. SUMMARY OF HOURS BY FTI PERSONNEL FOR THE PERIOD MAY 17, 2020 THROUGH APRIL 30, 2021 BILLING TOTAL FTI PERSONNEL POSITION HOURS RATE FEES Andrew Hinkelman Senior Managing Director 1,085 696.0 $ 755,160.00 Andrew Hinkelman Senior Managing Director 1,120 72.1 80,752.00 Jeffrey Ellis Senior Managing Director 835 0.5 417.50 William Rahn Senior Managing Director 835 42.0 35,070.00 Brett Harrison Managing Director 755 7.2 5,436.00 Christopher Goff Managing Director 825 922.7 761,227.50 Christopher Goff Managing Director 880 217.9 191,752.00 Greggory Peat Managing Director 685 21.5 14,727.50 Stephanie Fauerbach Managing Director 730 7.7 5,621.00 Chad McDonnell Director 610 1.4 854.00 Edurne Sistiaga Director 580 5.0 2,900.00 Raffi Keuroglian Senior Consultant 495 965.4 477,873.00 Raffi Keuroglian Senior Consultant 580 26.4 15,312.00 Abigail Fox Consultant 370 48.1 17,797.00 Abigail Fox Consultant 385 100.1 38,538.50 Annika Tallis Consultant 385 1.5 577.50 Craig Johnson JR Consultant 300 0.5 150.00 Jonathan Calcagne Consultant 370 76.1 28,157.00 Michael Coyle Consultant 370 555.6 205,572.00 Michael Coyle Consultant 420 22.3 9,366.00 Angela Kim Paraprofessional 260 45.7 11,882.00 Angela Kim Paraprofessional 270 14.2 3,834.00 SUBTOTAL FEES 3,849.9 $ 2,662,976.50 TOTAL EXPENSES BILLED $ 7,206.94 GRAND TOTAL FEES AND EXPENSES $ 2,670,183.44

3

COMCAR INDUSTRIES, INC., et al., - CASE NO. 20-11120 FTI CONSULTING, INC. SUMMARY OF HOURS BY TASK CODE FOR THE PERIOD MAY 17, 2020 THROUGH APRIL 30, 2021 TOTAL DESCRIPTION TOTAL FEES HOURS Asset Analysis and Recovery 156.0 $ 115,959.50 Asset Disposition 593.0 455,089.50 Audits and Tax Returns 19.4 14,343.00 Bankruptcy Reporting 245.6 119,971.50 Business Operations 330.9 247,843.00 Cash, Liquidity Analysis & DIP Financing 726.3 536,449.50 Claims Analysis 622.3 288,362.00 Communications with Stakeholders and Their Advisors 23.1 22,512.50 Creditors’ Committee Matters 181.7 151,618.00 Data Retention and Transition 17.4 13,653.50 Employee Communications and Issues 67.1 53,540.50 Employment and Fee Applications 75.2 26,085.50 Executory Contracts 45.4 26,789.00 General Duties and Case Administration 56.6 38,939.50 Plan of Reorganization / Liquidation 68.8 69,797.00 Preference Analysis 11.2 5,190.50 Preparation for and Attendance at Bankruptcy Court Hearings 191.6 175,086.50 Schedules of Assets and Liabilities and Statement of Financial Affairs 193.4 103,538.00 Travel Time 17.5 18,987.50 Vendor Communications and Issues 68.8 57,315.00 Wind Down Plan 138.6 121,905.50 GRAND TOTAL 3,849.9 $ 2,662,976.50

4

COMCAR INDUSTRIES, INC., et al., - CASE NO. 20-11120 FTI CONSULTING, INC. SUMMARY OF EXPENSES FOR THE PERIOD MAY 17, 2020 THROUGH APRIL 30, 2021 TOTAL EXPENSE TYPE INVOICED Airfare $ 1,860.70 Business Meals 1,374.77 Copying and Binding 335.99 Electronic Data 34.20 Ground Transportation 760.13 Hotel & Lodging 2,080.75 Internet 82.44 Postage & Fedex 677.96 TOTAL $ 7,206.94

5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) COMCAR INDUSTRIES, INC., et al.,1 ) Case No. 20-11120(LSS) ) Debtors. ) (Jointly Administered) ) FINAL FEE APPLICATION OF FTI CONSULTING, INC. AS FINANCIAL ADVISOR AND CHIEF RESTRUCTURING OFFICER FOR THE DEBTOR, FOR ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM MAY 17, 2020 THROUGH APRIL 30, 2021 TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: FTI Consulting, Inc. (“FTI”), as Financial Advisor and Chief Restructuring Officer for the debtor and debtor in possession (collectively, the “Debtor”) in the above captioned case (the “Case”), files this Final Fee Application of FTI Consulting, Inc., as Financial Advisor and Chief Restructuring Officer for the Debtors, for Allowance of Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred from May 17, 2020 through April 30, 2021 (the “Application”), pursuant to sections 105(a), 363(b) and 503(c) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: 9th Place Newberry, LLC (0359); 16th Street Pompano Beach, LLC (0278); CCC Spotting, LLC (0342); CCC Transportation, LLC (1058); Charlotte Avenue Auburndale, LLC (2179); Coastal Transport, Inc. (2918); Coastal Transport Logistics, LLC (7544); Comcar Industries, Inc. (8221); Comcar Logistics, LLC (2338); Comcar Properties, Inc. (9545); Commercial Carrier Corporation (8582); Commercial Carrier Logistics, LLC (7544); Commercial Truck and Trailer Sales Inc. (0722); Cortez Blvd. Brooksville, LLC (2210); CT Transportation, LLC (0997); CTL Distribution, Inc. (7383); CTL Distribution Logistics, LLC (7506); CTL Transportation, LLC (0782); CTTS Leasing, LLC (7466); Detsco Terminals, Inc. (9958); Driver Services, Inc. (3846); East Broadway Tampa, LLC (2233); East Columbus Drive Tampa, LLC (3995); Fleet Maintenance Services, LLC (1410); MCT Transportation, LLC (0939); Midwest Coast Logistics, LLC (7411); Midwest Coast Transport, Inc. (0045); New Kings Road Jacksonville, LLC (4797); Old Winter Haven Road Auburndale, LLC (4738); W. Airport Blvd. Sanford, LLC (0462); Willis Shaw Logistics, LLC (7341); WSE Transportation, LLC. The corporate headquarters and the mailing address for the Debtors listed above is 8800 Baymeadows Way West, Suite 200, Jacksonville, Florida 32256.

6

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Local Rules”), (i) for the allowance of compensation in the amount of $2,662,976.50 for professional services performed by FTI for the period from May 17, 2020 through April 30, 2021 (the “Final Fee Period”), (ii) for reimbursement of its actual and necessary expenses in the amount of $7,206.94 incurred in connection therewith during the Final Fee Period, (iii) for allowance of estimated fees of $6,000.00 to be incurred for preparation of this Application (the “Estimated Fees”), in accordance with the Order (I) Authorizing the Debtors to Employ FTI Consulting, Inc. and (II) Designating Andrew Hinkelman as Debtors’ Chief Restructuring Officer Nunc Pro Tunc to the Petition Date, and (III) Granting Related Relief [D.I. 210] (the “Retention Order”), dated June 17, 2020. In support of the Application, FTI would respectfully represent to the Court as follows: Jurisdiction and Venue 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory bases for the relief requested herein are sections 105(a), 363(b) and 503(c) of title 11 of the Bankruptcy Code. Background 4. On May 17, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby commencing these Chapter 11 Cases. The Debtors operated their businesses and managed their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. On January 6, 2021, the Debtors filed the Combined Disclosure Statement and Chapter 11 Plan of Liquidation [D.I. 1076] (the “Disclosure Statement).

7

6. On January 19, 2021, the Debtors filed the Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation [D.I. 1101] (the “Amended Plan”). 7. On January 21, 2021, the Court entered the Order (I) Approving The Debtors Combined Disclosure Statement And Plan On An Interim Basis For Solicitation Purposes Only; (II) Establishing Procedures For Solicitation And Tabulation Of Votes To Accept Or Reject The Combined Disclosure Statement And Plan; (III) Approving The Form Of Ballot And Solicitation Packages; (IV) Establishing The Voting Record Date; (V) Scheduling A Combined Confirmation Hearing For Final Approval Of The Adequacy Of Disclosures In, And Confirmation Of, The Combined Disclosure Statement And Plan; And (VI) Granting Related Relief [D.I. 1111] (the “Disclosure Statement Order”). 8. On February 19, 2021, the Debtors filed the Plan Supplement [D.I. 1186] (as defined in the Amended Plan). 9. On March 11, 2021, the Bankruptcy Court entered the Findings Of Fact, Conclusions Of Law, And Order (WITH EDITS) (I) Approving Amended Combined Disclosure Statement And Chapter 11 Plan Of Liquidation As Containing Adequate Information On A Final Basis And (II) Confirming Amended Combined Disclosure Statement And Chapter 11 Plan Of Liquidation [D.I. 1272] (the “Confirmation Order”), confirming the Debtors’ Amended Combined Disclosure Statement and Plan of Liquidation under Chapter 11 of the Bankruptcy Code. Employment and Prior Compensation 10. On May 29, 2020, the Debtors filed their Application of the Debtors to (I) Employ FTI Consulting, Inc. as Financial Advisor, (II) Designating Andrew Hinkelman as Debtors’ Chief Restructuring Officer Nunc Pro Tunc to the Petition Date and (III) Granting Related Relief [D.I. 115] (the “Retention Application”). On June 17, 2020, the Court approved the Retention Application and entered its Order I) Authorizing the Debtors To (I) Employ FTI Consulting, Inc.

8

(II) Designating Andrew Hinkelman As Debtors Chief Restructuring Officer Nunc Pro Tunc To The Petition Date, And (III) Granting Related Relief. [D.I. 210] (the “Retention Order”). 11. FTI has not entered into any agreement, express or implied, with any other party for the purpose of fixing or sharing fees or other compensation to be paid for professional services rendered in this case. 12. No promises have been received by FTI or any member thereof as to compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. 13. FTI has incurred fees and expenses and has been compensated pursuant to the Retention Order for the following monthly fee periods:
Table 1 on page 9. Back to List of Tables
None Requested None Paid None None
Period Covered Fees Expenses Fees Expenses Fees
5/17/2020 –5/31/2020 $ 167,736.50 $ 0.00 $ 167,736.50 $ 0.00 $ 0.00
6/1/2020-6/30/2020 494,777.50 335.99 494,777.50 335.99 0.00
7/1/2020–7/31/2020 289,578.50 0.00 289,578.50 0.00 0.00
8/1/2020-8/31/2020 352,331.00 0.00 352,331.00 0.00 0.00
9/1/2020-9/30/2020 334,398.00 2,419.26 334,398.00 2,419.26 0.00
10/1/2020-10/31/2020 266,047.50 175.59 266,047.50 175.59 0.00
11/1/2020-11/30/2020 178,761.50 2,397.03 178,761.50 2,397.03 0.00
12/1/2020-12/31/2020 238,360.00 $ 0.00 238,360.00 0.00 0.00
1/1/2021 -1/31/2021 122,743.00 1,812.61 122,743.00 1,812.61 0.00
2/1/221 -2/28/2021 117,085.50 0.00 0.00 0.00 117,085.50
3/1/2021 -3/31/2021 62,451.00 0.00 0.00 0.00 62,451.00
4/1/2021 –4/31/2021 38,706.50 66.46 0.00 0.00 38,706.50
None $ 2,662,976.50 $ 7,206.94 $ 2,444,733.50 $ 7,140.48 $ 218,243.00
None $ 66.46
None $ (100,000.00)
None $ 6,000.00
None $ 114,309.46

9

Exhibits to the Final Fee Application 14. The following Exhibits are attached to this Application: Exhibit A: Professional Summary: Summary Schedule of Professionals, Hours Spent, Billing Rate, and the Total Fees for the Final Fee Period. Exhibit B: Task Summary: Summary of Fees by Project Category and Itemized Time Records by Professional for the Final Fee Period. Exhibit C: Detailed Time Entries: A detail of all time entries in chronological order for the Final Fee Period. Exhibit D: Expense Summary: A summary of all the expenses charged to the Debtors during the Final Fee Period. Exhibit E: Expense Detail: A detail of all the expenses charged to the Debtors during the Final Fee Period. Background and Qualifications of FTI 15. The Debtors selected Mr. Hinkelman as CRO based upon Mr. Hinkelman’s (i) extensive experience in matters involving complex financial restructurings and sales of debtors’ assets and (ii) excellent reputation for the services rendered in chapter 11 cases on behalf of debtors and creditors throughout the United States. He is an expert in leading CRO assignments for debtor clients as well as advisory engagements for both debtor and creditor clients. 16. In providing prepetition services to the Debtors in connection with these matters, Mr. Hinkelman took an active role in spearheading the Debtors’ efforts to prepare for their chapter 11 filings, including participating in the negotiations over the Debtors’ post-petition financing and communicating with the Debtors’ various constituencies. Accordingly, Mr. Hinkelman had developed significant relevant experience and expertise regarding the Debtors that assisted him in providing the Debtors with effective and efficient services in these Chapter 11 Cases. The Additional Personnel (as defined herein) also have significant relevant experience and expertise provided the Debtors with effective and efficient services.

10

A. Qualifications of Andrew Hinkelman 17. Mr. Hinkelman is a senior managing director at FTI with over twenty-five years of experience in restructuring matters. During that time, Mr. Hinkelman advised clients on business strategy and planning, financial analysis, cash management, crisis management, market analysis, and operational improvement, both in and out of court. Mr. Hinkelman has extensive experience working with debtors and creditors in bankruptcy and out-of-court restructurings, providing pre-lending due diligence on behalf of parties in interest, negotiating new financing agreements and amendments, waivers and forbearances relating thereto, and performing estate wind down and trustee-related services. 18. Mr. Hinkelman has extensive experience with in-court and out-of-court restructurings, including serving as Chief Restructuring Officer and Interim Chief Financial Officer of Promise Healthcare Group, LLC and Chief Restructuring Officer for Adeptus Health Inc., Vertellus Specialties Inc., IMRIS, Inc., Classic Party Rentals, Inc., Trident Microsystems Inc., and Fairfield Residential LLC and co-Chief Restructuring Officer for Techniplas, LLC. Additionally, Mr. Hinkelman has served as post confirmation plan administrator and Vice President of Operations for Metricom, Inc., Fairfield Residential, and Trident Microsystems, Inc. Mr. Hinkelman has also been retained as financial advisor in numerous chapter 11 cases including, but not limited to, the following: Orchard Supply Hardware Stores Corporation; Mervyn’s LLC; Sportsman’s Warehouse, Inc.; Silicon Graphics, Inc.; Redback Networks Inc.; and Planet Hollywood. Prior to joining FTI, Mr. Hinkelman worked as a Senior Manager at PricewaterhouseCoopers in its business recovery services practice. D. Qualifications of FTI 19. FTI is an internationally recognized restructuring and turnaround firm with over 50 offices worldwide and over 4,400 professionals. It has a wealth of experience in providing

11

financial advisory services and enjoys an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the United States. 20. FTI has advised management, senior lenders, and unsecured creditors in several significant restructurings and turnarounds in recent years, including PG&E, Techniplas, LLC, Frontier Communications, Promise Healthcare, True Health Northwest Airlines, American Home Mortgage, Bombay Company, Calpine, Global Power, Winn Dixie, Refco, Dana Corporation, Bally Total Fitness, Circuit City, Flying J / Big West Oil, Fremont Investment & Loan, Gottschalks, Hawaiian Telecom, Intermet, Lehman Brothers, LyondellBassell, Townsends, Inc., Tribune Company, Nortel Networks, Washington Mutual, and WCI Communities, among others. FTI has a wealth of experience in providing restructuring and financial advisory services in restructurings and reorganizations and enjoys an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the United States. 21. FTI has a wealth of experience in providing interim management services in complex chapter 11 cases on behalf of debtors throughout the United States. FTI specializes in interim management, restructuring advisory services, turnaround consulting, operational due diligence, creditor advisory services, and performance improvement. FTI’s debtor advisory services have included a wide range of activities targeted at stabilizing and improving a company’s financial position, including developing or validating forecasts, business plans, and related assessments of a company’s strategic position; monitoring and managing cash, cash flow, and supplier relationships; assessing and recommending cost reduction strategies; and designing and negotiating financial restructuring packages.

12

22. On March 5, 2020, the Debtors entered into an engagement letter with FTI (the “Initial Engagement Letter”), under which FTI was engaged to provide restructuring services including liquidity forecasting, analysis of restructuring alternatives and contingency planning. On May 1, 2020, the Debtors entered into a subsequent engagement letter, pursuant to which FTI agreed to provide the Debtors with, among other things, CRO services (the “Engagement Letter”). The Engagement Letter superseded any prior agreement between the Debtors and FTI. Since FTI’s initial engagement, FTI has developed a significant amount of institutional knowledge regarding the Debtors’ operations, finances, and systems. On the basis of this experience and knowledge, FTI is uniquely positioned to provide the services described in the Engagement Letter and herein. E. Compensation Terms 23. To provide effective, efficient services to the Debtors, FTI attempted to allocate responsibilities among professionals based upon each professional’s hourly rate, respective expertise, and knowledge of particular aspects of the case. To the extent possible, FTI assigned projects to individuals with skill levels (and corresponding billing rates) appropriate to each task. 24. FTI’s decision to accept this engagement to provide services to the Debtors is conditioned upon its ability to be engaged in accordance with its customary terms and conditions of employment, compensated for its services, and reimbursed for the out-of-pocket expenses it incurs in accordance with its customary billing practices, as set forth in the Engagement Letter (the “Compensation to FTI”).2 25. The Restructuring Committee of the Debtors’ Board of Directors and the Debtors’ Board of Directors have authorized the Debtors to retain and employ professionals to provide all 2 To the extent there is any inconsistency in connection with the summary of the principal terms of the Engagement Letter set forth in this Application and the principal terms as set forth in the Engagement Letter, the terms of the Engagement Letter shall control.

13

assistance they may deem necessary or proper with a view to the successful prosecution of these Chapter 11 Cases, including specifically FTI, and the Debtors determined that the employment of FTI to provide Mr. Hinkelman as CRO, as well as the additional personnel set forth herein (the “Additional Personnel”), is necessary and proper. 26. Pursuant to the Engagement Letter, Compensation to FTI on account of both the CRO and the Additional Personnel will be paid based on the number of hours worked multiplied by FTI’s normal hourly rates for personnel of comparable level, skill, and experience. 27. In addition to compensation for professional services rendered by FTI Professionals, FTI will seek reimbursement for reasonable and necessary expenses incurred in connection with these Chapter 11 Cases, including transportation costs, lodging, and meals. 28. The Compensation to FTI is consistent with and typical of compensation arrangements entered into by FTI and other comparable firms that render similar services under similar circumstances. 29. On March 11, 2020, FTI was paid by the Debtors a retainer of $100,000.00 to be applied to FTI's professional fees, charges, and disbursements for the engagement. Of this amount, FTI holds a remaining retainer amount of $100,000.00. 30. Within the ninety (90) days preceding the Petition Date, FTI received payment from the Debtors as follows:

14

Table 1 on page 15. Back to List of Tables
Invoice
Date
Dates of Service Invoice
Amount
Payment
Date
Payment
Amount
Retainer
Balance
3/6/2020 RETAINER $100,000.00 3/11/2020 $100,000.00 $100,000.00
3/17/2020 3/5/2020 – 3/15/2020 75,181.50 3/25/2020 75,181.50 100,000.00
3/24/2020 3/16/2020 – 3/23/2020 69,706.91 3/30/2020 69,706.91 100,000.00
4/9/2020 3/24/2020 – 4/5/2020 111,745.21 4/13/2020 111,745.21 100,000.00
4/17/2020 4/6/2020 – 4/12/2020 78,796.00 4/24/2020 78,796.00 100,000.00
4/29/2020 4/13/2020 – 4/26/2020 118,496.00 5/4/2020 118,496.00 100,000.00
5/7/2020 4/27/2020– 5/10/2020 151,293.50 5/8/2020 151,293.50 100,000.00
5/14/2020 5/11/2020 – 5/17/2020 80,187.50 5/15/2020 80,187.50 100,000.00
TOTALS $785,406.62
31. FTI seeks final approval of, (i) the sum of $ $2,662,976.50 for services rendered on behalf of the Debtor during the Final Fee Period, (ii) $7,206.94 for reimbursement of actual and necessary expenses incurred in connection with the rendition of such services, and (iii) the sum of $6,000.00 for the Estimated Fees; for a total award of $2,676,183.44. Summary of Services Rendered 32. Subject to order of the Court, and consistent with the terms of the Engagement Letter, the Debtors proposed to engage FTI to provide the Debtors with Mr. Hinkelman as CRO and the Additional Personnel on the terms and conditions set forth in the Engagement Letter. The specific tasks that FTI were to perform for the Debtors included, among other things, the following (collectively, the “Services”): (a) Assist the Debtors in responding to requests from, and engaging in negotiations with lenders, other creditors, investors, governmental entities, and other parties, as requested; (b) Prepare appropriate cash and liquidity forecasts, including a rolling 13- week cash flow forecast; (c) Participate in daily cash management and in preparing, reviewing and reporting on cash flow forecast, and work with the Debtors to preserve and maximize cash availability while preserving value in the business; (d) Facilitate the partial or complete closure, re-opening or ongoing operations of plants, changes in shift schedules or related decisions;

15

(e) Assist the Debtors with certain asset sale services, including assisting with data collection and information gathering related to third party due diligence, and advising and assisting the Debtors and other professionals in developing, negotiating, and executing sales of all or portions of the Debtors’ assets; (f) Perform analysis related to rejection or re-negotiation of any supply or customer contract, lease or other agreements; and (g) Other services as may be reasonably requested by the Debtors and as are customary in this type of engagement. 33. Pursuant to Rule 2016-2 of the Bankruptcy Local Rules, fee applications must comply with the Court’s Guidelines for Compensation and Reimbursement of Professionals in Chapter 11 Cases and must include a detailed description of each major task performed by the application. Accordingly, the following is a summary of the significant professional services rendered by FTI during the Final Fee Period, as well as the compensation sought for such services. These summaries are organized in accordance with FTI’s system of task codes. Specifically, FTI rendered professional services as reflected below: a) Asset Analysis and Recovery 1) FTI worked with Company to create consolidated and de-consolidated recovery models by legal entity and operating segments. 2) FTI personnel forecasted receipts, disbursements, assets, and liabilities on a legal entity and operating segment basis to develop analyses on asset recovery per requests from various stakeholders. 3) FTI personnel updated the consolidated and de-consolidated recovery models for the results of various auctions and asset sales. 4) FTI personnel prepared for potential testimony regarding historical sale-leaseback transactions and impact to recovery analysis. 5) FTI personnel led communications and negotiation of a settlement among creditors based on the analyses performed by the Company and FTI. 6) FTI personnel expended 156.0 hours of time for a charge of $115,959.50 for services rendered in this category.

16

b) Asset Disposition 1) FTI worked with several parties to provide requested diligence to facilitate negotiations of various asset sales. 2) FTI coordinated with BlueJay and DLA to negotiate Asset Purchase Agreements for each of the segment transactions. 3) FTI negotiated the term structure, transition services agreements and provided operational support of those transition services agreements for each of the transactions to create the most value for the Estate. 4) FTI worked with BlueJay, DLA and the Debtors to negotiate, document and sell the remaining de minimis assets. 5) FTI coordinated with DLA, Burr Temkin and Hunton with regards to the negotiation, documentation and sale of real estate. 6) FTI personnel expended 593.0 hours of time for a charge of $455,089.50 for services rendered in this category. c) Audits and Tax Returns 1) FTI worked with Cherry Bekaert and the Accounting Department at the Company to coordinate preparation of tax returns and other tax work in the context of:  the Chapter 11 filing of the Company;  the asset sales of the operations and real estate, assisting with the calculation of gains and losses on transactions;  assist in the CTL sales tax audit conducted by the state of Florida; and  post-close accounting following the sale of operations and real estate during the wind down period of the Estate. 2) FTI personnel expended 19.4 hours of time for a charge of $14,343.00 for services rendered in this category. d) Bankruptcy Reporting 1) FTI worked with Debtors to satisfy bankruptcy reporting requirements of the court, which included, but was not limited to:  Initial Operating Report; and

17

 monthly filings for the Monthly Operating Report. 2) FTI personnel expended 245.6 hours of time for a charge of $119,971.50 for services rendered in this category. e) Business Operations 1) FTI worked with the Debtors to manage operations that included functions such as:  addressed day-to-day management of the Accounting, Treasury and Finance functions;  coordinated with Operations with regards to location of rolling stock assets;  assisted in renewal of insurance policies;  ensured transition service agreement services were provided as needed;  managed facility leases and subleases;  reviewed accounts receivable and accounts payable aging; and  ad hoc operational and facilities support as needed. 2) FTI personnel expended 330.9 hours of time for a charge of $247,843.00 for services rendered in this category. f) Cash, Liquidity Analysis & DIP Financing 1) In accordance with the relief granted under the DIP order, the Debtors were required to provide an initial 13-week DIP budget, updates from time to time of the 13-week DIP budget, and weekly variance reporting. 2) FTI worked with the Debtors to develop detailed assumptions for the roll-forward of the weekly cash flow and the development of assumptions for each financial statement line item. For each forecast FTI:  reviewed account receivables collectability and adjusted the collections waterfall appropriately, as needed;  updated the timing of asset sales to bring the forecast in line with management’s evolving timeline and appropriately adjusted the timing of associated revenue and expense;

18

 reviewed historical disbursement trends to verify and update disbursement assumptions. 3) In addition, FTI established detailed processes for the tracking and reporting of actual results and the reporting against forecasts. FTI received and reviewed various sources of data from the Debtors including check and wire level disbursement data, information on receipts, and information on cash balances. FTI also analyzed the actuals against the forecast in order to report to lenders and other stakeholders, as well as to continually vet and improve upon the forecast. 4) FTI, along with the Debtors, reconciled and remitted cash received by customers to the respective purchaser of the operating division. 5) FTI coordinated with RCC, the third-party collector, to maximize recovery on aged accounts receivable. 6) FTI reviewed and coordinated payment of weekly batches of vendor payments. 7) FTI personnel expended 726.3 hours of time for a charge of $536,449.50 for services rendered in this category. g) Claims Analysis 1) FTI worked with the Debtors and Donlin Recano to analyze asserted secured, priority, administrative, 503(b)(9), and general unsecured claims. As part of the process, FTI:  worked with the Debtors to review the claims register and remove duplicate and amended claims;  reconciled the proofs of claims filed to the Debtors’ books and records;  prepared summaries of the various claim types and priorities to supplement liquidity analysis performed by FTI professionals;  prepared claim schedules to include in filed claim objections;  provided estimation of claims for the Disclosure Statement and other analyses. 2) FTI personnel expended 622.3 hours of time for a charge of $288,362.00 for services rendered in this category.

19

h) Communications with Stakeholders and Their Advisors 1) Throughout the bankruptcy proceedings, FTI has been fully engaged with the Debtors and numerous interested parties including its lenders, creditors and their advisors and key stakeholders. FTI’s efforts included:  ensured that Debtors’ policies and practices adhere to the requirements of the bankruptcy code;  provided necessary guidance through the bankruptcy process to interested parties on a wide variety of issues and required tasks;  participated in numerous conference calls and meetings with DLA, Latham, FIE, and counsel for other various stakeholders. 2) FTI personnel expended 23.1 hours of time for a charge of $22,512.50 for services rendered in this category. i) Creditors’ Committee Matters 1) FTI worked with Dundon and DSI, the financial advisors to the Creditors’ Committee, to assist in understanding the Debtors’ business and with diligence related to key case issues. 2) FTI prepared various analyses and coordinates responses to diligence requests. 3) FTI personnel prepared presentations and participated in meetings of the Creditors’ Committee. 4) FTI personnel expended 181.7 hours of time for a charge of $151,618.00 for services rendered in this category. j) Data Retention and Transition 1) FTI coordinated and obtained data images of devices and servers. FTI stored the data backups in external hard drives for the purpose of retaining records to remain in compliance with document storage requirements. 2) FTI personnel expended 17.4 hours of time for a charge of $13,653.50 for services rendered in this category. k) Employee Communications and Issues 1) FTI worked with the Debtors to manage various employee issues including employee transitions as part of the sale processes, wind down of corporate personnel upon completion of sales, manage contractor

20

assistance and support and analysis related to the court-approved Key Employee Retention Plan and Key Executive Incentive Plan. 2) FTI personnel expended 67.1 hours of time for a charge of $53,540.50 for services rendered in this category. l) Employment and Fee Applications 1) Time expensed in this category included the drafting and refinement of the monthly Staffing Reports for the fee period of May 17, 2020 through April 30, 2021 and subsequent review by senior FTI professionals. 2) FTI personnel expended 75.2 hours of time for a charge of $26,085.50 for services rendered in this category. In addition, FTI is requesting an estimated amount of $6,000 which will cover time spent compiling the April monthly fee statement as well as this Final Fee Application. m) Executory Contracts 1) FTI worked with the Debtors to identify and aggregate all executory contracts and unexpired real estate and equipment leases and outstanding cure amounts based on the company’s records. FTI, with assistance from the Debtors, actively reviewed and reconciled lessor, vendor and landlord cure objections against the amounts listed on the cure schedule. This included:  assembled a master list of all contracts and leases based on information provided by the Debtors;  worked with the Debtors and counsel to aggregate cure amounts for each contract, prepare motion to notice cure amounts and reconcile any objections to cure amounts as filed by vendors;  coordinated assumption/rejection of contracts by each buyer and execution of cure payments as required. 2) FTI personnel expended 45.4 hours of time for a charge of $26,789.00 for services rendered in this category. n) General Duties and Case Administration 1) As in any complex bankruptcy case where FTI is involved, there are a significant number of administrative tasks that require coordination amongst FTI's own professionals, the Debtors, Debtors' counsel, and Debtors' investment bank to properly support the overall advisory effort and to minimize the duplication of effort. These tasks include, but are not limited to the following: development of work plans in order to efficiently and effectively manage staff and projects; attending meetings and calls of the Debtors’ Board of Directors, periodic status calls with

21

stakeholders and their advisors; and meetings, work sessions and phone calls between FTI's professionals to discuss case strategy, modification and refinement to various work plans ensuring that various issues are being addressed in a timely, efficient, consistent and cost effective manner. 2) FTI personnel expended 56.6 hours of time for a charge of $38,939.50 for services rendered in this category. o) Plan of Reorganization / Liquidation 1) FTI assisted the Debtors in preparing the plan and related disclosure statement. As part of the process, FTI:  developed a chapter 7 liquidation analysis for the best interest test;  developed claim estimates for the Plan and Disclosure Statement;  provided factual support for the Disclosure Statement;  prepared support schedules for the Plan and Disclosure Statement;  reviewed various drafts of the Plan and Disclosure Statement. 2) FTI personnel expended 68.8 hours of time for a charge of $69,797.00 for services rendered in this category. p) Preference Analysis 1) FTI worked with the Debtors to receive all necessary files to perform a preference analysis. FTI utilized the analysis in its recovery analysis, settlement negotiations and plan of liquidation. 2) FTI personnel expended 11.2 hours of time for a charge of $5,190.50 for services rendered in this category. q) Preparation and Attendance at Bankruptcy Court Hearings 1) FTI professionals prepared for and virtually attended various court hearings, including First Day Motions, Interim and Final DIP hearing, and other scheduled hearings and auctions with respect to the Debtors’ bankruptcy proceedings. 2) FTI professionals prepared for potential testimony with regards to historical leases. 3) FTI personnel expended 191.6 hours of time for a charge of $175,086.50 for services rendered in this category.

22

r) Schedules of Assets and Liabilities and Statement of Financial Affairs 1) During the beginning stages of the case, FTI advised and assisted the Debtors with preparing and filing the Statement of Financial Affairs (“SOFA”) and Schedule of Assets and Liabilities (“SOAL”) for the Debtors’ 32 entities. Support provided by FTI with regards to the SOFA and SOAL included, but was not limited to, the following:  worked with the Debtors to provide a detailed breakout of approximately of all assets and liabilities that were reported on the Company’s trial balance as of the Petition Date;  worked with the Debtors to fill out all sections of the templates for each of the Debtors’ entities with quantitative and qualitative information;  identified and quantified all amounts the Debtors believed to be owed to creditors’ secured, priority unsecured, and nonpriority unsecured claims;  listed all executory and non-executory contracts and unexpired leases that were in effect as of the Petition Date as support schedules;  provided a comprehensive overview of the Company’s historic and current operating performance (i.e., revenue, bank accounts, historical payments, etc.) to populate support schedules;  drafted the Global Notes to support the SOFA and SOAL. 2) FTI personnel expended 193.4 hours of time for a charge of $103,538.00 for services rendered in this category. s) Travel Time 1) Fees for travel time have been charged at one half (50%) of the actual time incurred, not to exceed a maximum limit as set based upon home locations. Such travel time primarily consisted of travel to and from the Debtors’ location in Jacksonville, FL and the location of FTI’s professional in San Francisco, CA. 2) FTI personnel expended 17.5 hours of time for a charge of $18,987.50 for services rendered in this category. t) Vendor Communications and Issues 1) FTI facilitated negotiations with the vendors in the context of:  trade agreements for Critical Vendors;

23

 general vendor correspondence regarding various bankruptcy issues, typically relating to outstanding pre-petition balances;  corresponded with all utility providers regarding shut-off notices, informing them of the chapter 11 filing and coordination of any deposits requested. 2) FTI personnel expended 68.8 hours of time for a charge of $57,315.00 for services rendered in this category. u) Wind Down Plan 1) FTI, in conjunction with DLA, counsel for the Debtors, formed a wind down plan for the Debtors’ estate that would be feasible and financially beneficial for the stakeholders involved. 2) FTI coordinate the wind down of operations after each asset sale and planned maintenance of assets until such sale. 3) FTI also worked to facilitate a smooth transition to the liquidating trustee once the plan of liquidation was confirmed. 4) FTI personnel expended 138.6 hours of time for a charge of $121,905.50 for services rendered in this category. Summary of Actual and Necessary Costs and Expenses 34. A summary of the actual and necessary expenses and daily logs of expenses incurred by FTI for the Final Fee Period is attached hereto as Exhibit D and Exhibit E. FTI has reduced to cost or not charged certain of these out-of-pocket expenses to the Debtors in accordance with the UST Guidelines and the Court Guidelines and to ensure the reasonableness of FTI’s fee and expense request. All expenses for which reimbursement is sought herein are customarily charged to Applicant’s clients in non-bankruptcy matters. A brief explanation of certain costs incurred and charged to the Estate is set forth below: (i) FTI does not charge its clients for photocopying done in-house; copying done by third-party services is charged at cost; (ii) FTI charges its clients for document retrieval services, computer research

24

and other specialized searches and services, such as messengers and library retrievals, at cost; (iii) FTI charges its clients for mileage at IRS limits, if sought, and parking costs incurred by its professionals in connection with services rendered, at cost; (iv) FTI charges its clients for transportation and travel-related costs including out-of-town meals incurred by its professionals when working on specific client matters, at cost. Requested Relief 35. By this Final Fee Application, pursuant to sections 105(a), 363(b) and 503(c) of the Bankruptcy Code, FTI seeks (i) final allowance of compensation and reimbursement of expenses incurred during the Final Fee Period in the aggregate amount of $ $2,670,183.44, of which $2,662,976.50 is compensation and $7,206.94 is expenses incurred on behalf of the Debtors, and (ii) final allowance of Estimated Fees to be incurred for the preparation of this Application in the amount of $6,000.00; for a total allowance of $2,676,183.44. The Requested Compensation Should be Allowed 36. Pursuant to section 363(b) of the Bankruptcy Code, Bankruptcy Rule 2016, Rule 2016-2 of the Local Rules, the Interim Compensation Order, and the Confirmation Order, FTI seeks final allowance of compensation and reimbursement of expenses incurred during the Final Fee Period. 37. FTI respectfully submits that the compensation requested in the Application should be allowed because it is for actual, necessary services rendered by FTI in service to the Debtors, in their capacity as debtors in possession pursuant to section 1107(a) of the Bankruptcy Code, and such compensation is reasonable under the standard set forth in section 363(b) of the Bankruptcy Code. Throughout the pendency of the Chapter 11 Cases, FTI worked efficiently and persistently

25

to achieve an exceptional result for the Debtors, their Estates, and all parties in interest in the Chapter 11 Cases. 38. FTI was the proper choice for the Debtors under these circumstances, as FTI had the resources and experience necessary to respond to and effectively address each issue that arose during the Chapter 11 Cases. FTI’s services were necessary and essential to the Debtors’ restructuring efforts. Mr. Hinkelman and additional personnel assigned to this engagement have extensive experience providing management and financial services to distressed companies. In addition, since the beginning of their engagement with the Debtors on March 5, 2020, FTI, working in conjunction with the Debtors’ senior management, has provided invaluable assistance in, among other things, analyzing the Debtors’ overall operations and financial condition, negotiating with the Debtors’ creditors and stakeholders, and coordinating the Debtors’ preparation for filing these cases. FTI committed all necessary and appropriate resources to ensure that the Debtors’ important objectives were met for the benefit of all parties in interest. 39. Accordingly, FTI respectfully requests that the Court approve and allow on a final basis payment of compensation and reimbursement of actual costs and expenses as provided in this Application. Certification 40. The undersigned hereby certifies that (i) they have read the application; (ii) to the best of their knowledge, information and belief, formed after reasonable inquiry, the compensation and expense reimbursement sought is in conformity with the Local Rules, except as specifically noted in the application; and (iii) the compensation and expense reimbursement requested are billed at rates, in accordance with practices, no less favorable than those customarily employed by the Applicant and generally accepted by the Applicant’s clients.

26

WHEREFORE, FTI respectfully requests that the Court enter an order (i) approving final compensation for professional services rendered as Financial Advisor and Chief Restructuring Officer for the Debtors during the Final Fee Period in the amount of $2,662,976.50 and expenses incurred in connection with rendering such services in the aggregate amount of $7,206.94; (ii) granting FTI final allowance in the amount of $6,000.00 for Estimated Fees to be incurred for preparation of this Application; and (iii) granting to FTI such other and further relief to which it may be justly entitled. Dated: San Francisco, CA June 23, 2021 Respectfully submitted, FTI CONSULTING, INC. By ___________________________ Andrew Hinkelman FTI CONSULTING, INC. 50 California Street, Suite 1900 San Francisco, CA 94111 Telephone: (415)-283-4214 Financial Advisor and Chief Restructuring Officer for the Debtors and Debtors in Possession

27