HTML Document View

Full title: Final Application for Compensation and Reimbursement of Expenses (Third and Final) as Financial Advisor to the Creditors' Committee for the period November 1, 2020 to April 30, 2021 Filed by Development Specialists, Inc.. Objections due by 7/20/2021. (Attachments: # 1 Exhibit Exhibits A-E # 2 Notice) (Niederman, Seth) (Entered: 06/29/2021)

Document posted on Jun 28, 2021 in the bankruptcy, 10 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This is a: Monthly x Interim x Final Fee Application 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.[D.I. 213], objections, if any, to the Third Interim and Final Fee Application Request must be filed with the Court and served, so as to be received by July 20, 2021, on the Applicant at the address set forth below and on the following parties: (i) the Debtors, 8800 Baymeadows Way West, Suite 200, Jacksonville, FL 32256; (ii) counsel for the Debtors (a) DLA Piper LLP (US), 1201 North Market Street, Suite 2100, Wilmington, DE 19801 Attn: Stuart M. Brown (stuart.brown@us.dlapiper.com) and 1251 Avenue of the Americas, New York, NY 10020 Attn: Jamila Justine Willis (Jamila.willis@us.dlapiper.com); (iii) Office of the United States Trustee, District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 Attn: AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD NOVEMBER 1, 2020 THROUGH APRIL 30, 2021 Development Specialists, Inc. (“DSI”), as financial advisor to the Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”), submits its Third Interim and Final Application (the “Final Application”), pursuant to sections 327, 330(a), and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and this Court’s Administrative Order Establishing Procedures for Compensation and Reimbursement of Expenses of Professionals, entered June 17, 2 The Debtors in these Chapter 11 cases, along with the last four di

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. ) Related to D.I. Nos. 1044, 1168, 1247, 1332 & ) ) Objections due: July 20, 2021 at 4:00 p.m. ) Hearing: TBD NOTICE OF THIRD INTERIM AND FINAL FEE APPLICATION REQUEST Name of Applicant Development Specialists, Inc. Authorized to Provide Professional Official Committee of Unsecured CreditorsServices to: Date of Retention: Effective June 20, 2020 Period for which Compensation and November 1, 2020 through April 30, 2021 Reimbursement is Sought for the Third and Final Period: Amount of Compensation Sought as $142,009.50 Actual, Reasonable, and Necessary for the Final Period: Amount of Expense Reimbursement $502.65 Sought as Actual, Reasonable, and Necessary for the Final Period: This is a: Monthly x Interim x Final Fee Application 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

Period for which Compensation and June 20, 2020 through April 30, 2021 Reimbursement is Sought for the Third and Final Period: Amount of Compensation Sought as $520,141.00 Actual, Reasonable, and Necessary for the Third and Final Period: Amount of Expense Reimbursement $730.53 Sought as Actual, Reasonable, and Necessary for the Third and Final Period: Summary of Monthly Fee Applications for the Interim Period
Table 1 on page 2. Back to List of Tables
Amounts Requested None Amounts Approved None
Date Filed Doc.
No.
Period
Covered
Fees Expenses Fees Expenses
12/24/2020 1044 11/1/2020-
11/30/2020
$72,277.00 $436.10 $57,821.60 $436.10
02/16/2021 1168 12/1/2020-
12/30/2020
29,024.50 23.22 23,219.60 23.22
03/05/2021 1247 1/1/2021-
1/31/2021
24,075.00 21.49 19,260.00 21.49
04/21/2021 1332 2/1/2021-
2/28/2021
9,671.00 21.54 7,736.80 21.54
06/29/2021 1372 3/1/2021-
4/30/2021
6,962.00 0.30 0.00 0.00
Totals: None $142,009.50 $502.65 $108,038.00 $502.35
Period for which Compensation and June 20, 2020 through April 30, 2021 Reimbursement is Sought for the Third and Final Period: Amount of Compensation Sought as $520,141.00 Actual, Reasonable, and Necessary for the Third and Final Period: Amount of Expense Reimbursement $730.53 Sought as Actual, Reasonable, and Necessary for the Third and Final Period: Summary of Monthly Fee Applications for the Interim Period Summary of Objections to Monthly Fee Applications:
Table 2 on page 2. Back to List of Tables
Date of Fee
Application
Date of Objection
12/24/2020 None
02/16/2020 None
03/05/2021 None
04/21/2021 None
06/29/2021 None
Period for which Compensation and June 20, 2020 through April 30, 2021 Reimbursement is Sought for the Third and Final Period: Amount of Compensation Sought as $520,141.00 Actual, Reasonable, and Necessary for the Third and Final Period: Amount of Expense Reimbursement $730.53 Sought as Actual, Reasonable, and Necessary for the Third and Final Period: Summary of Monthly Fee Applications for the Interim Period Summary of Objections to Monthly Fee Applications: Period for which Compensation and June 20, 2020 through April 30, 2021 Reimbursement is Sought for the Third and Final Period: Amount of Compensation Sought as $520,141.00 Actual, Reasonable, and Necessary for the Third and Final Period: Amount of Expense Reimbursement $730.53 Sought as Actual, Reasonable, and Necessary for the Third and Final Period: Summary of Monthly Fee Applications for the Interim Period Amounts Requested Amounts Approved Date Filed Doc. Period No. Covered Fees Expenses Fees Expenses 11/1/2020- 12/24/2020 1044 11/30/2020 $72,277.00 $436.10 $57,821.60 $436.10 12/1/2020- 02/16/2021 1168 12/30/2020 29,024.50 23.22 23,219.60 23.22 1/1/2021- 03/05/2021 1247 1/31/2021 24,075.00 21.49 19,260.00 21.49 2/1/2021- 04/21/2021 1332 2/28/2021 9,671.00 21.54 7,736.80 21.54 3/1/2021- 06/29/2021 1372 4/30/2021 6,962.00 0.30 0.00 0.00 Totals: $142,009.50 $502.65 $108,038.00 $502.35 Summary of Objections to Monthly Fee Applications: Date of Fee Date of Objection Total Fees Subject Total Expenses Application to Objection Subject to Expenses 12/24/2020 None None None 02/16/2020 None None None 03/05/2021 None None None 04/21/2021 None None None 06/29/2021 None None None
Table 3 on page 2. Back to List of Tables
Date of Fee
Application
Date of Objection
12/24/2020 None
02/16/2020 None
03/05/2021 None
04/21/2021 None
06/29/2021 None

2

PLEASE TAKE NOTICE that, pursuant to the Administrative Order Establishing Procedures for Compensation and Reimbursement of Expenses of Professionals, entered June 17, 2020 (the “Interim Compensation Order”)1 [D.I. 213], objections, if any, to the Third Interim and Final Fee Application Request must be filed with the Court and served, so as to be received by July 20, 2021, on the Applicant at the address set forth below and on the following parties: (i) the Debtors, 8800 Baymeadows Way West, Suite 200, Jacksonville, FL 32256; (ii) counsel for the Debtors (a) DLA Piper LLP (US), 1201 North Market Street, Suite 2100, Wilmington, DE 19801 Attn: Stuart M. Brown (stuart.brown@us.dlapiper.com) and 1251 Avenue of the Americas, New York, NY 10020 Attn: Jamila Justine Willis (Jamila.willis@us.dlapiper.com); (iii) Office of the United States Trustee, District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 Attn: David L. Buchbinder (david.l.buchbinder@usdoj.gov); (iv) Counsel to the DIP Lender and Prepetition Term Loan Lender, Lathan & Watkins LLP, 330 N. Wabash Avenue, Suite 2800, Chicago, IL 60611 Attn: James Ktsanes, Esq. (james.ktsanes@lw.com), Latham & Watkins LLP, 855 Third Avenue, New York, NY 10022 Attn: Brett M. Neve (brett.neve@lw.com) and Young Conaway Stargett & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 Attn: Andrew Magaziner (amagaziner@ycst.com); (v) Counsel to the Prepetition ABL Agent, Greenberg Traurig, LLP, 2200 Ross Avenue, Suite 5200, Dallas, TX 75201 Attn: Nan B. Braley, Esq. (braleyn@gtlaw.com) and 1007 North Orange Street, Suite 1200, Wilmington, DE 19801 Attn: Dennis A. Meloro, Esq. (melorod@gtlaw.com); and (vi) Counsel to the DIP Agent and PrepetitionTerm Loan Agent, Seward & Kissel, LLP, One Battery Park Plaza, New York, NY 10004 Attn: Gregg Bateman, Esq. (bateman@sewkis.com) and Y. Daphne Coehlo-Adam, Esq. (Coelho-adam@sewkis.com). 1 Capitalized terms used herein but not capitalized shall have the meaning(s) ascribed to them in the Interim Compensation Order.

3

PLEASE TAKE FURTHER NOTICE that if no timely objections are filed to the Third Interim and Final Application Request, the Court may enter an order granting the Third Interim and Final Application without a hearing. Dated: June 29, 2021 DEVELOPMENT SPECIALISTS, INC. /s/ Patrick J. O’Malley PATRICK J. O’MALLEY Senior Managing Director

4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) COMCAR INDUSTRIES, INC., et al.,2 ) Case No. 20-11120-LSS ) Debtors. ) Related to D.I. Nos. 1044, 1168, 1247, 1332 & ) ) Objections due: July 20, 2021 at 4:00 p.m. ) Hearing: TBD THIRD INTERIM AND FINAL APPLICATION OF DEVELOPMENT SPECIALISTS, INC. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD NOVEMBER 1, 2020 THROUGH APRIL 30, 2021 Development Specialists, Inc. (“DSI”), as financial advisor to the Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”), submits its Third Interim and Final Application (the “Final Application”), pursuant to sections 327, 330(a), and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and this Court’s Administrative Order Establishing Procedures for Compensation and Reimbursement of Expenses of Professionals, entered June 17, 2 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.

5

2020 (the “Interim Compensation Order”)3 [D.I. 213] for (i) the allowance of interim compensation for professional services performed by DSI for the third and final application period from November 1, 2020 through April 30, 2021 (the “Third Compensation Period”) in the amount of $142,009.50 (the “Third Compensation Period”), and (ii) reimbursement of its actual and necessary expenses in the amount of $502.65 (the “Third Expense Amount”) incurred during the Third Compensation Period. Further, DSI seeks final approval and the allowance of final compensation for professional services performed by DSI for the Period from June 20, 2020 through April 30, 2021 (the Final Compensation Period) in the amount of $520,141.00 (the “Final Compensation Amount”), and (ii) reimbursement of its actual and necessary expenses in the amount of $730.53 (the “Final Expense Amount”) incurred during the Final Application Period. In support of this Application, DSI respectfully represents: JURISDICTION 1. This Court has jurisdiction over this Application under 28 U.S.C. § 157(b)(2). 2. Venue in this district is proper under 28 U.S.C. §§ 1408 and 1409. BACKGROUND 3. On May 17, 2020, the above-captioned debtors (the “Debtors”) filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”). No trustee has been appointed and the Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107(a) and 1108. 1. On May 28, 2018, the Office of the United States Trustee for the District of Delaware appointed the following three members to the Committee: (i) Navistar Leasing Company, (ii) 3 Capitalized terms used herein but not capitalized shall have the meaning(s) ascribed to them in the Interim Compensation Order.

6

Resources Global Professionals, and (iii) Express Container Services, LLC. 2. On June 20, 2020 (the “Retention Date”), the Committee selected DSI as its financial advisor. 3. By this Court’s Order Authorizing the Employment and Retention of Development Specialists, Inc. as Financial Advisor for the Official Committee of Unsecured Creditors Nunc Pro Tunc to June 20, 2020, (the “Retention Order”) [D.I. 443]entered on July 20, 2020, the Committee was authorized to retain DSI as its financial advisor effective nunc pro tunc to June 20, 2020 (the “Retention Date”) [D.I. 443]. The Retention Order authorizes the Debtors to compensate DSI in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as were to be fixed by order of the Court. The Interim Compensation Order established such procedures. SUMMARY OF APPLICATION FOR THE COMPENSATION PERIOD 4. By this Final Application, and in accordance with the Interim Compensation Order, DSI requests allowance and approval of the Third Interim Compensation Amount and the Third Interim Expense Amount for the Third Compensation Period. DSI also seeks approval of the Final Compensation Amount and the Final Expense Amount for the Final Application Period. 5. During the Compensation Period, DSI performed the services for which it is seeking compensation from the Debtors and their estates. DSI received no payment and no promises of payment from any other source for services rendered, or to be rendered, in any capacity whatsoever in connection with matters covered by this Final Application. There is no agreement or understanding between DSI and any other person, other than members of the firm, for sharing of compensation received for services rendered in these cases.

7

6. DSI’s monthly fee applications during the Compensation Period have been filed and served in accordance with the Interim Compensation Order. Other than the tenth monthly fee application for which the objection period has not yet run, no objections were made to any of DSI’s monthly fee applications. 7. To date and pursuant to DSI’s monthly fee applications, DSI has received $459,172.20 in compensation and $687.20 for reimbursement of expenses. There remains unpaid amounts of $60,968.30 and $43.33 for compensation and reimbursement of expenses, respectively. 8. In accordance with the Guidelines, the following exhibits are annexed to this Final Application: Exhibit A: Summary of Timekeepers Included in this Fee Application Exhibit B: Summary of Compensation Requested by Project Category Exhibit C: Summary of Expense Reimbursements Requested by Category Exhibit D: Summary Cover Sheet of Fee Application Exhibit E: Certification of Patrick J. O’Malley RELIEF REQUESTED 9. By this Final Application, DSI requests that the Court approve and allow the payment of one hundred percent (100%) of the fees and expenses incurred by DSI during the Third Application Period. 10. All services for which compensation is requested by DSI were performed on behalf of the Committee. DSI’s services have been necessary and beneficial to the Committee and other parties in interest. 11. In accordance with the factors enumerated in Bankruptcy Code section 330, DSI respectfully submits that the amount requested by DSI is fair and reasonable given (a) the complexity of the cases, (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

8

the Bankruptcy Code. Moreover, DSI has reviewed the requirements of Local Rule 2016-2 and the Interim Compensation Order and believes that this Final Application complies with such Rule and Order. To the extent that this Final Application fails to comply with Local Rule 2016-2 in any respect, DSI submits that such non-compliance is non-material, and respectfully requests that such non-compliance be waived. NOTICE 12. This Final Application and Notice thereof will be served upon: (i) the Debtors, 8800 Baymeadows Way West, Suite 200, Jacksonville, FL 32256; (ii) counsel for the Debtors (a) DLA Piper LLP (US), 1201 North Market Street, Suite 2100, Wilmington, DE 19801 Attn: Stuart M. Brown (stuart.brown@us.dlapiper.com) and 1251 Avenue of the Americas, New York, NY 10020 Attn: Jamila Justine Willis (Jamila.willis@us.dlapiper.com); (iii) Office of the United States Trustee, District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 Attn: David L. Buchbinder (david.l.buchbinder@usdoj.gov); (iv) Counsel to the DIP Lender and Prepetition Term Loan Lender, Lathan & Watkins LLP, 330 N. Wabash Avenue, Suite 2800, Chicago, IL 60611 Attn: James Ktsanes, Esq. (james.ktsanes@lw.com), Latham & Watkins LLP, 855 Fifth Avenue, New York, NY 10022 Attn: Brett M. Neve (brett.neve@lw.com) and Young Conaway Stargett & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 Attn: Andrew Magaziner (amagaziner@ycst.com); (v) Counsel to the Prepetition ABL Agent, Greenberg Traurig, LLP, 2200 Ross Avenue, Suite 5200, Dallas, TX 75201 Attn: Nan B. Braley, Esq. (braleyn@gtlaw.com) and 1007 North Orange Street, Suite 1200, Wilmington, DE 19801 Attn: Dennis A. Meloro, Esq. (melorod@gtlaw.com); and (vi) Counsel to the DIP Agent and PrepetitionTerm Loan Agent, Seward & Kissel, LLP, One Battery Park Plaza, New York, NY

9

10004 Attn: Gregg Bateman, Esq. (bateman@sewkis.com) and Y. Daphne Coehlo-Adam, Esq. (Coelho-adam@sewkis.com). CONCLUSION WHEREFORE, DSI respectfully requests that the Court enter an order, providing: (i) that the fees in the amount of $142,009.50, as compensation for necessary professional services rendered, and actual and necessary costs and expenses in the amount of $502.65, for a total of $142,512.15, be allowed on an interim basis; (ii) that fees in the amount of $520,141.00 and expenses in the amount of $730.53 in the total amount of $520,871.53 be allowed on a final basis (iii) that the Debtors or Liquidating Trustee, as applicable, be authorized and directed to pay to DSI the Third Compensation Amount and the Third Expense Amount less any amounts already paid; (iv) that the Debtors of the Liquidating Trustee, as applicable, be authorized and directed to pay to DSI any amounts still due and outstanding for the Final Compensation Period; and (v) granting DSI such further relief as may be just. Dated: June 29, 2021 DEVELOPMENT SPECIALISTS, INC. /s/ Patrick J. O’Malley PATRICK J. O’MALLEY Senior Managing Director

10