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Full title: Final Application for Compensation for The Claro Group, LLC, Financial Advisor, Period: 2/26/2021 to 6/30/2021, Fee: $793,682.00, Expenses: $1,000.00. Objections/Request for Hearing Due in 21 days. Filed by Financial Advisor The Claro Group, LLC (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Proposed Order) (O'Connor, Ryan) (Entered: 08/26/2021)
Document posted on Aug 25, 2021 in the bankruptcy, 23 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
Claro makes this Application pursuant to 11 U.S.C. § 330 for final approval of the following amounts for professional services rendered and for reimbursement of out-of-pocket expenses actually and necessarily incurred by Claro in the representation of the Debtors, during the period of February 26, 2021 through June 30, 2021.The work performed under this category included investigating potential claims against Debtors’ former contract Operator and other parties and advising Debtors on the same. The work performed under this category relates to the preparation of the Statements and Schedules for Debtors and the time Claro spent reviewing historical debtor documents including cash disbursements, inventory files, bank statements, executory contracts, claims, vendor matrix and other Debtor documents and financial information.Negotiated and finalized an agreement for the use of cash collateral; g. Monitored all cash flows of the Debtors, including cash receipts received and cash disbursements; h. Reviewed and analyzed all newly proposed contracts and transactions; i. Prepared several cash flow budgets and monitored budget to actual variances; and j. Prepared and filed Monthly Operating Reports.By this Application, Claro respectfully requests that the Court: (i) authorize and direct Claro to draw down $170,000.00 of the remaining Retainer; and (ii) authorize and direct the Liquidating Trustee and Post-Effective Date Debtors, as applicable, to pay all remaining fees and expenses incurred during the Application Period in accordance with the provisions of the Plan less the remaining Retainer and the amounts actually paid to Claro by the Debtors in accordance with the Interim Compensation Order.
List of Tables
Document ContentsIN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § CASTEX ENERGY 2005 HOLDCO, § Case No. 21-30710 (MI) LLC, et al., § § Jointly Administered Debtors.1 § COVER SHEET TO THE FIRST AND FINAL FEE APPLICATION OF SERVICES RENDERED BY THE CLARO GROUP, LLC FOR THE PERIOD FEBRUARY 26, 2021 THROUGH JUNE 30, 2021 Name of Applicant: The Claro Group, LLC Applicant’s Role in Case: CRO/Financial Advisor for the Debtors Date Order of Employment Signed: April 20, 2021 [Docket No. 200] Beginning of End of Period Period Time period covered by this Application: February 26, 2021 June 30, 2021 Time period(s) covered by prior N/A N/A Applications: Total amounts awarded in all prior Applications: N/A Total fees requested in this Application: $793,682.00 Total professional fees requested in this Application: $793,682.00 Total actual professional hours covered by this Application: 2,104.4 Average hourly rate for professionals: $377.15 Total paraprofessional fees requested in this Application: $0.00 Total actual paraprofessional hours covered by this Application: 0 Average hourly rate for paraprofessionals: N/A Reimbursable expenses sought in this application: $1,000.00 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432). The Debtors’ mailing address is One Memorial City Plaza, 800 Gessner Rd., Suite 925, Houston, Texas 77024.
1Total to be Paid to Priority Unsecured Creditors: Unknown Anticipated % Dividend to Priority Unsecured Creditors: Unknown Total to be Paid to General Unsecured Creditors: Unknown Anticipated % Dividend to General Unsecured Creditors: Unknown Date of Confirmation Hearing: June 7, 2021 Indicate whether plan has been confirmed: Yes (Docket No. 324)
2IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § CASTEX ENERGY 2005 HOLDCO, § Case No. 21-30710 (MI) LLC, et al., § § Jointly Administered Debtors.2 § FIRST AND FINAL FEE APPLICATION OF SERVICES RENDERED BY THE CLARO GROUP, LLC FOR THE PERIOD FEBRUARY 26, 2021 THROUGH JUNE 30, 2021 THIS APPLICATION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE APPLICATION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE APPLICATION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE APPLICATION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE APPLICATION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY In accordance with the Order Approving Procedures for the Interim Compensation and Reimbursement of Expenses of Professionals (the “Interim Compensation Order”) [Docket No. 181], entered by this Court on April 13, 2021, The Claro Group, LLC (“Claro”), Chief Restructuring Officer (“CRO”) and financial advisor to the Debtors, hereby submits its First and 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432). The Debtors’ mailing address is One Memorial City Plaza, 800 Gessner Rd., Suite 925, Houston, Texas 77024.
3Final Fee Application of Services Rendered and Expenses Incurred (the “First and Final Fee Application”) for the period of February 26, 2021 through June 30, 2021 (the “Application Period”), and in support hereof, respectfully states as follows: Jurisdiction, Venue and Statutory Predicates 1. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). 2. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief requested herein are sections 327(a), 328, 330, and 331 of the Bankruptcy Code. Background 3. On February 26, 2021 (the “Petition Date”), Castex Energy 2005 Holdco, LLC, Castex Energy 2005, LLC, Castex Energy Partners, LLC and Castex Offshore, Inc. (the “Debtors”) each commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”). These Chapter 11 Cases are jointly administered. 4. The Debtors continued to operate their businesses and manage their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. The United States Trustee for the Southern District of Texas appointed an Official Committee of Unsecured Creditors on March 10, 2021 [Docket No. 75]. No request was made for the appointment of a trustee or examiner. 6. The Debtors were engaged in the exploration, development, production and acquisition of oil and natural gas properties located in the Gulf of Mexico, state waters of Louisiana, onshore Louisiana, and onshore Texas. As of the Petition Date, the Debtors owned
4interests in approximately 182 oil, gas, and related wells, and have estimated proven reserves of approximately 2.3 MMBO (oil and gas condensate) and 38.5 BCFE (natural gas). The Debtors were also a party to numerous joint operating agreements, joint development agreements, exploration agreements, and area of mutual interest agreements, and owned interests in certain fee lands. 7. On April 13, 2021, the Court entered the Interim Compensation Order. 8. On March 24, 2021, the Debtors filed an Application for an Order (I) Authorizing Retention of The Claro Group, LLC pursuant to 11 U.S.C. §§ 327(a) and 330(a) to Provide the Debtors with a Chief Restructuring Officer and Certain Additional Personnel, and (II) to Designate Douglas J. Brickley as Chief Restructuring Officer [Docket. No. 104] (the “Retention Application”). On April 20, 2021, the Court entered its Order (I) Authorizing Retention of The Claro Group, LLC pursuant to 11 U.S.C. §§ 327(a) and 330(a) to Provide the Debtors with a Chief Restructuring Officer and Certain Additional Personnel, and (II) Designating Douglas J. Brickley of the The Claro Group, LLC as Chief Restructuring Officer of the Debtors [Docket. No. 200] (the “Retention Order”), a copy of which is attached hereto as Exhibit A. 9. On June 3, 2021, the Debtors filed their Fourth Amended Joint Chapter 11 Plan [Docket No. 307]. On June 7, 2021, the Court entered its Order Confirming Fourth Amended Chapter 11 Plan [Docket No. 324] (the “Confirmation Order”). Among other things, the Confirmation Order confirmed the Debtors’ Fourth Amended Joint Chapter 11 Plan, dated June 3, 2021 (as amended, modified, or supplemented from time to time, the “Plan”) as satisfying the requirements of the Bankruptcy Code, thereby authorizing the Debtors to implement the Plan on the Effective Date. 10. Pursuant to the Plan and Confirmation Order, the Debtors established a
5Professional Fee Escrow to be held in trust by the Post-Effective Date Debtors to pay Professional Compensation Claims. See Plan, Art. II.B.3. The Plan further provides that Allowed Professional Compensation Claims will be paid in cash by the Liquidating Trustee from funds held in the Professional Fee Escrow as soon as reasonably practicable after the Professional Compensation Claims are allowed and approved on final basis by the Court. Id. 11. The Plan was consummated, and the Effective Date (as defined in the Plan) occurred on June 30, 2021 [Docket No. 342]. The Confirmation Order requires all professionals to file final fee applications “no later than the Professional Compensation Claim Bar Date, consistent with the procedures under Article II.B of the Plan.” [Docket No. 324, ¶ 71]. The Plan defined Professional Compensation Claim Bar Date as “sixty (60) days after the Effective Date,” which equates to a deadline of August 30, 2021. [Docket No. 307, Art. II.B.1]. Claro timely files this First and Final Fee Application seeking final authorization, approval and payment of the requested fees and expenses stated in paragraph 15 below. 12. All professional services for which Claro requests compensation and allowance in this Application were performed for the period February 26, 2021 through June 30, 2021, for and on behalf of the Debtors. No agreement or understanding exists between Claro and any other person with respect to the sharing of compensation sought herein, except that the compensation approved by the Court will be shared among Claro’s partners, associates, and personnel as authorized under the Bankruptcy Code. Prior Applications for Compensation and Reimbursement 13. Prior to the Petition Date, Claro received an initial retainer from the Debtors in the amount of $50,000 on November 20, 2020, and $150,000 on February 19, 2021 (collectively, the “Retainer”). Immediately prior to filing the Chapter 11 Cases, Claro drew down $30,000.00 from
6the Retainer for fees and expenses incurred prior to the Petition Date. As of the Petition Date, Claro was not owed any fees and expenses by the Debtors, and $170,000.00 of the Retainer remained in the client trust account as required by Bankruptcy Local Rule 2016-1(c). 14. This is Claro’s first and final application for compensation. No prior application for compensation and reimbursement has been filed in this case. Claro, however, has filed Monthly Fee Statements for services rendered for the period of February 26, 2021 through May 31, 2021 in accordance with the Interim Compensation Order. In connection with its Monthly Fee Statements, the Debtors paid Claro $493,991.60 in fees and $750.00 in expenses. Application 15. Claro makes this Application pursuant to 11 U.S.C. § 330 for final approval of the following amounts for professional services rendered and for reimbursement of out-of-pocket expenses actually and necessarily incurred by Claro in the representation of the Debtors, during the period of February 26, 2021 through June 30, 2021. Fees: $793,682.00 Application Costs: $10,000.00 Expenses: $1,000.00 TOTAL: $804,682.00 16. Claro seeks allowance of compensation for professional services rendered to the Debtors during the Application Period in the amount of $793,682.00. Of the $793,682.00 in fees, $493,991.60 has been paid to date. Claro also seeks allowance of compensation for out-of-pocket expenses actually and necessarily incurred by Claro in representation of the Debtors during the Application Period in the amount of $1,000.00. Of the $1,000.00 in expenses, $750.00 has been paid to date. Although Claro seeks final authority and approval of total compensation in the
7amount of $804,682.00, after applying the aforementioned payments, Claro is currently owed $309,940.40. 17. During the Application Period, Claro expended an aggregate total of 2,104.4 hours for professional services rendered on behalf of the Debtors. Claro’s standard rates are consistent with fees charged in similar matters. Further, all of the time incurred by Claro during the Application Period was incurred performing reasonable and necessary services for the Debtors. The fees are detailed in the attached Exhibit B and summarized in the attached Exhibit C. The expenses are detailed in the attached Exhibit D. 18. During the Application Period, Claro performed work primarily in the following thirteen areas: (a) case administration and maintenance; (b) business operations; (c) asset analysis and recovery; (d) meetings with Debtors and Debtors’ counsel; (e) cash budget analysis and preparation; (f) schedules and statements; (g) prepare for or attend bankruptcy court hearings; (h) monthly operating reports; (i) plan and disclosure statement; (j) employment and fee applications; (k) marketing and sales process; (l) data management; (m) avoidance action analysis; (n) case strategy and workflow; (o) claims administration and objections; (p) document review or preparation; (q) financing and cash collateral; (r) meetings and communications with creditors; and (s) tax. A detailed listing of the services performed in each area by Claro is included in Exhibit B attached hereto. The professional hours and rates per task are summarized below: Hourly Effective Total Professional Position Rate Rate Hours Total Fees Brickley, Douglas Managing Director $600.00 $600.00 254.1 $152,460.00 Quinn, Christopher Managing Director $550.00 $550.00 294.8 $162,140.00 Roman, Brian Senior Manager $385.00 $385.00 382.5 $147,262.50 Caldwell, Joshua Manager $305.00 $305.00 302.3 $92,201.50 Ross, Nick Consultant $290.00 $290.00 27.5 $7,975.00
8Hourly Effective Total Professional Position Rate Rate Hours Total Fees Rub, Nathaniel Consultant $290.00 $290.00 327.8 $95,062.00 Nasta, Pedro Analyst $265.00 $265.00 89.9 $23,823.50 Chung, Kevin Analyst $265.00 $265.00 342.2 $90,683.00 Martisauski, Brad Analyst $265.00 $265.00 39.0 $10,335.00 Mulvey, Abigail Analyst $265.00 $265.00 44.3 $11,739.50 Totals $377.15 2,104.4 $793,682.00 Case Administration & Maintenance The work performed under this category involved the time spent by Claro performing various administrative tasks including preparation of documents, research, reviewing documents, communications and assisting Claro staff with presentations. All of these tasks were necessary as part of the administrative functions as financial advisor and consultant to the Debtors. The work performed under this category also involved the set up and maintenance of administrative items. Such items include setting up timekeeping systems, Sharefile rooms, billing system, and preparation of other internal administrative documents. Case Administration & Maintenance Total Hours Effective Rate Total Fees 4.6 $329.24 $1,514.50 Business Operations This category pertains to issues related to a debtor-in-possession operating in a chapter 11 case, such as employee, vendor, tenant or other similar issues. The work performed under this category involved, among other things, negotiating deals with critical vendors, reviewing and advising Debtors on payment of accounts payable, communicating with vendors, communicating and negotiating with various working interest owners and operators, advising Debtors regarding
9insurance and tax requirements, advising the Debtors with respect to their operated properties and bonding, including the decision to shut-in production, and advising the Debtors with regard to various regulatory issues, including plugging and abandonment requirements. Claro’s work in this category also included responding to several parties’ requests for production and/or information, with Claro searching voluminous records for responsive documents and information and making such records available for review electronically. Finally, Claro worked closely with Schooner Oil & Gas, Debtors’ contract Operator, in carrying out the Debtors’ operations. Business Operations Total Hours Effective Rate Total Fees 487.4 $386.36 $188,310.50 Asset Analysis & Recovery The work performed under this category included investigating potential claims against Debtors’ former contract Operator and other parties and advising Debtors on the same. Claro also reviewed and analyzed the Debtors’ oil and gas interests for use in potential sales or in package deals with various other joint working interest owners. Further, Claro negotiated with certain key players regarding global settlements involving the Debtors’ oil and gas interests. Finally, Claro performed preference analyses for several of Debtors’ vendors. Asset Analysis & Recovery Total Hours Effective Rate Total Fees 33.1 $546.15 $18,077.50 Meetings with Debtors & Debtors’ Counsel The time involved in this category consisted of preparation for communications with the Debtors and Debtors’ professionals via meetings and calls to discuss case issues and data requests. Time involved in this category also consisted of meetings, calls and other communications with Debtors’ counsel, third parties and other interested parties regarding the various issues in the case,
10such as budgeting, settlement negotiations with key players, preparation for hearings and operations. Meetings with Debtors & Debtors’ Counsel Total Hours Effective Rate Total Fees 98.9 $497.51 $49,204.00 Cash Budget Analysis & Preparation The work performed under this category relates to time spent by Claro preparing and creating a 13-week DIP budget and liquidation analyses. Review of invoices for refinement of cash flow budget. Claro also prepared and regularly updated the Debtors’ budget-to-actual variance report. The work also included regular reviews of cash flow projections. Claro also reviewed and corresponded with Debtors regarding budget variances. The work also included regular communication with Debtors’ secured lenders regarding the budget and variance reports. Claro also prepared and created the Liquidating Trust Budget. Cash Budget Analysis & Preparation Total Hours Effective Rate Total Fees 277.8 $399.69 $111,033.00 Schedules & Statements The work performed under this category relates to the preparation of the Statements and Schedules for Debtors and the time Claro spent reviewing historical debtor documents including cash disbursements, inventory files, bank statements, executory contracts, claims, vendor matrix and other Debtor documents and financial information. Schedules & Statements Total Hours Effective Rate Total Fees 509.6 $301.51 $153,650.50 Prepare for & Attend Bankruptcy Court Hearings
11Work performed under this category involved reviewing relevant court documents pertinent to hearings, including plan of reorganization, disclosure statements, and attendance of court hearings related to creditors’ meeting, cash collateral and plan confirmation. Prepare for & Attend Bankruptcy Court Hearings Total Hours Effective Rate Total Fees 79.6 $453.37 $36,088.00 Monthly Operating Reports The work performed under this category relates to review and preparation of the monthly operating reports to report status of balance sheet accounts, income statement and statement of cash receipts and disbursements. Monthly Operating Reports Total Hours Effective Rate Total Fees 146.3 $294.89 $43,142.50 Plan & Disclosure Statement Work performed in this category consisted of the review of the Plan of Reorganization and Disclosure Statement regarding Debtors’ financial performance. Work performed under this category consisted of the review and analysis of the Debtors’ financial projections as part of the plan of liquidation. Tasks included building financial models to compare financial projections to actual performance, preparing a liquidation analysis, calculating administrative expenses, analyzing plan feasibility and P&A bonding requirements Plan & Disclosure Statement Total Hours Effective Rate Total Fees 88.8 $545.62 $48,451.00
12Employment & Fee Applications Work performed under this category involved preparing Claro’s employment application and monthly fee statements. Work also consisted of maintaining time by Claro staff and the process of creating required exhibits and details for the Monthly Fee Statements and First and Final Fee Application. Employment & Fee Applications Total Hours Effective Rate Total Fees 29.7 $432.04 $12,831.50 Marketing & Sales Process Claro planned and executed a narrowly-tailored marketing and sale process for certain of the Debtors’ joint working interest owners, including conducting marketing research, the preparation of marketing materials, setting up and maintaining a data room for potential buyers, and communicating with potential buyers, the Debtors and other interested parties. Work performed under this category also involved communicating with the Debtors’ secured lenders and analyzing and comparing the terms of the various proposals. Claro also reviewed and analyzed the plugging and abandonment (“P&A”) liability and bonding for each of the Debtor’s oil and gas interests. Marketing & Sales Process Total Hours Effective Rate Total Fees 23.8 $376.60 $8,963.00 Data Management This category consisted of requesting, gathering, and maintaining data from Debtors’ prior management company, and uploading this information into data rooms and reviewing the material. Claro also created additional Sharefile rooms for the various parties who served requests for production on Debtors and made responsive documents and information available for review.
13Data Management Total Hours Effective Rate Total Fees 102.1 $296.57 $30,280.00 Avoidance Action Analysis Claro undertook a review of potential avoidance actions under sections 544-548 of the Bankruptcy Code to determine whether adversary proceedings were warranted. Work performed in this category consisted of reviewing and analyzing invoices and payment histories of certain key vendors or parties to determine the amounts, if any, of preference liability for each vendor or party. Further, Claro performed an analysis of potential defenses listed in section 547(c) of the Bankruptcy Code. Finally, Claro prepared memoranda concerning each party’s potential preference liability and possible defenses to the same. Avoidance Action Analysis Total Hours Effective Rate Total Fees 22.1 $303.73 $6,712.50 Case Strategy & Workflow The work performed under this category relates to internal and external meetings of Claro personnel wherein case strategy and priorities were discussed and tasks were assigned. Claro also participated in meetings with counsel and the special committee of the Board of Directors regarding strategy and tasking. Case Strategy & Workflow Total Hours Effective Rate Total Fees 16.5 $381.97 $6,302.50 Claims Administration & Objections Claro reviewed the Debtors’ books and records, including vendor invoices, and prepared a claims tracking spreadsheet that contained, among other things, the various types of claims and
14their corresponding amounts. Activity also included reviewing Proof of Claims and supporting information submitted by creditors to determine whether such claims were objectionable. Claims Administration & Objections Total Hours Effective Rate Total Fees 43.1 $371.86 $16,027.00 Document Review or Preparation The work performed under this category relates to reviewing court documents or other internally created documents and preparation of documents not specifically covered by covered by another category. Work performed under this category also involved reviewing Debtors’ voluminous books and records for documents responsive to various parties’ requests for production and making such records available for inspection and copying. Document Review or Preparation Total Hours Effective Rate Total Fees 85.5 $375.16 $32,076.50 Financing & Cash Collateral The work performed under this category relates to matters under sections 361 and 363 of the Bankruptcy Code, including cash collateral, secured claims and loan document analysis. Work performed under this category also involved reviewing Debtors’ cash collateral motion, including objections to the same, and conferring with Debtors’ counsel regarding the motion and objections. In connection with Debtors’ cash collateral motion, Claro prepared and presented a cash collateral budget for use in the hearing on cash collateral. Financing & Cash Collateral Total Hours Effective Rate Total Fees 26.6 $577.71 $15,367.00
15Meetings & Communications with Creditors The work performed under this category relates to preparation for and attendance at the Debtors’ section 341 meeting and other meetings, including virtual meetings, with creditors and the creditors’ committee. Work performed under this category also involved Claro participating in weekly status conferences with the Debtors’ secured lenders. Meetings & Communications with Creditors Total Hours Effective Rate Total Fees 26.6 $542.95 $14,442.50 Tax The work performed under this category relates to the analysis of tax issues and preparation of federal and state tax returns. Claro also obtained estimates from the Debtors’ prior tax firm regarding the filing of tax returns and the preparation of Schedule K-1s for the various partners. Tax Total Hours Effective Rate Total Fees 2.3 $525.22 $1,208.00 15. Claro requests this Court to allow these fees on a first and final basis and approve compensation by the estate in the amount of $793,682.00 for professional fees and $1,000.00 for reimbursable expenses, for a total of $794,682.00 in fees and expenses during the Application Period. Claro’s Requested Compensation Should Be Allowed 16. Claro was retained pursuant to sections 327(a) and 330 of the Bankruptcy Code. Section 330 of the Bankruptcy Code authorizes the Court to award professional persons employed pursuant to section 327 reasonable compensation for actual and necessary services rendered and reimbursement for actual and necessary expenses incurred. See 11 U.S.C. § 330. Specifically, section 330(a) provides:
16(1) After notice to the parties in interest and the United States Trustee and a hearing and subject to sections 326, 328, and 329, the court may award to a trustee, a consumer privacy ombudsman appointed under section 333, or a professional person employed under section 327 or 1103— A. Reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by and such person; and B. Reimbursement for actual, necessary expenses. (2) The Court may, on its own motion or on the motion 7of the United States Trustee, the United States Trustee for the District or Region, the trustee of the estate, or any other party in interest, award compensation that is less than the amount of compensation that is requested. (3) In determining the amount of reasonable compensation to be awarded to an examiner, trustee under chapter 11, or professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including— A. the time spent on such services; B. the rates charged for such services; C. whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; D. whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; E. with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and F. whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. § 330(a)(1)-(3). 17. Claro respectfully submits that the services it rendered to the Debtors were necessary and in the best interest of the Debtors’ estates. The professional services rendered by Claro during the Application Period required a high degree of professional competence and
17expertise so that the numerous bankruptcy and other issues that arose could be addressed efficiently and effectively. Claro further submits that the services rendered to the Debtors were provided efficiently and effectively and the results obtained provided a tangible, identifiable and material benefit to the Debtors’ estates. 18. As stated above, Claro’s professionals expended 2,104.4 hours during the Application Period in its engagement with the Debtors. All of the time spent was necessary and appropriate for the representation of the Debtors in these cases and that the hours spent were reasonable given the size and complexity of the cases. 19. The fees charged in these chapter 11 cases by Claro are equal to or less than the rates charged by Claro for services of a similar nature in other debtor or non-debtor representations. Claro respectfully submits that the professional fees sought herein are not unusual given the magnitude and complexity of these cases and the expenses in attending to the engagement are commensurate with the fees Claro has been awarded in other cases. Johnson Factors 20. Bankruptcy courts have suggested various factors to consider in awarding compensation in a bankruptcy case. See, e.g., Johnson v. Georgia Highway Express, Inc., 874 F.2d 714 (5th Cir. 1974). Claro’s fees and expenses, as requested in this Application, are reasonable based on the following considerations, as outlined in American Benefit Life Insurance Co. v. Braddock (In re First Colonial Corp. of America), 544 F.2d 1291 (5th Cir. 1977). 21. Time and Labor Required. The time spent by Claro in assisting, representing, and advising the Debtors in all matters concerning this Chapter 11 case covering the Application Period totals 2,104.4 hours. The number of hours spent in these cases was reasonable given the complexity of this case. The detail of the specific time entries, found in Exhibit B, reflects the
18reasonableness of the compensation being requested. All of the services identified were done by Claro at the request and direction of the Debtors, and were necessary to assist the Debtors in their efforts to liquidate, and then, in performing and upholding their statutory duties in this case. 22. Novelty and Difficulty of Work. Claro has been employed in numerous bankruptcy cases by debtors, creditors, and trustees to provide financial, accounting and tax related analysis and consulting services. Claro provided the following services in this case, including without limitation: a. Investigated the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors business and the desirability and feasibility of the continuance of such business, and any other matter relevant to the Chapter 11 Cases or to the formulation of a plan of reorganization or liquidation; b. As CRO, Mr. Brickley lead the Debtors’ restructuring efforts and was involved in negotiating and drafting the Plan, Disclosure Statement, and Liquidation Trust Agreement; c. Involved in the negotiations and drafting of agreements with certain key parties culminating in the global Settlement Term Sheet; d. Involved in obtaining negotiated resolutions with the United States, the Committee, numerous Holders of Claims, and other interested parties; e. Analyzed the cash position and cash needs of the Debtors; f. Negotiated and finalized an agreement for the use of cash collateral; g. Monitored all cash flows of the Debtors, including cash receipts received and cash disbursements;
19h. Reviewed and analyzed all newly proposed contracts and transactions; i. Prepared several cash flow budgets and monitored budget to actual variances; and j. Prepared and filed Monthly Operating Reports. 23. Experience, Reputation, and Ability of Financial Advisors and Consultants. Claro is reputable, possesses the ability and skill adequate to perform the tasks outlined in this Application, and have worked on numerous bankruptcies similar in size and complexity to these cases. The Claro professionals who provided the bulk of the services in these cases during the Application Period possess specialized skills in bankruptcy, corporate/business, finance and forensic accounting to merit the award of the requested fees. 24. Skill Required. The assistance provided to the Debtors by Claro, in these complex Chapter 11 Cases, has required a specialized degree of skill and experience. Given the highly regulated nature of the Debtors’ business and the large number of contractual counterparties, the negotiations related to the Plan were complex, time intensive, and required a significant degree of skill and knowledge. Claro believes it has demonstrated the skills required to help the Debtors realize the maximum benefit for their creditors. Ultimately, the Debtors were able to negotiate a complex, multi-party settlement that resulted in a consensual Plan that addressed the Debtors’ outstanding environmental liabilities to the satisfaction of the United States and provided a potentially modest recovery to all creditor classes. 25. Preclusion of Other Employment. Because of the time commitment involved in this case and the short deadlines imposed upon Claro, Claro’s ability to take on other substantial engagements was limited to a modest degree during the Application Period.
2026. Customary Fees. Claro’s professional services were necessary and have directly contributed to the effective administration of this case. All fees charged by Claro were reasonable and are in line with the rates charged on similar matters, without considering size, degree of responsibility, difficulty, complexity, and results achieved. 27. Whether the Fees are Fixed or Contingent. The fees requested in this Application have been calculated at normal hourly rates charged by Claro, and are in line with those charged for similar work in this jurisdiction. 28. Time Limitations and Other Factors. The Debtors in this case necessitated expedited consideration of several motions and other matters. Claro performed their services on an expedited basis and were successful in meeting the various deadlines imposed by the Court and third parties. 29. Undesirability of these Cases. This factor has no applicability in this case. 30. Nature, Length and Professional Relationship with Client. Claro had no previous relationship with the Debtors prior to the representation in these cases. Claro has previously represented debtors, trustees and committees of unsecured creditors in chapter 11 and chapter 7 matters. 31. Results Obtained. Claro worked diligently with the Debtors to get the Plan confirmed and Confirmation Order entered by the Court within the strict milestones set forth in the cash collateral orders. Extensive effort was also required to get the Plan-related sale transactions closed and achieve consummation of the Plan. Claro’s efforts helped the Debtors to resolve outstanding case administration issues, achieve a global resolution with numerous parties, and progress toward the expeditious conclusion of these Chapter 11 Cases.
2132. Fees Awarded in Similar Cases. As more fully described above, Claro submits that their services fully warrant the fees requested herein under the ten (10) factors identified by the Fifth Circuit and as are awarded in similar complex cases in the Southern District of Texas. 33. In summary, Claro respectfully submits that all professional services rendered on behalf of the Debtors in these Chapter 11 Cases for which allowance is requested were necessary and appropriate given the complexity of these Chapter 11 Cases, the time expended by Claro, the nature and extent of Claro’s services provided, the value of Claro’s services, and the cost of comparable services outside of bankruptcy, all of which are relevant factors set forth in section 330 of the Bankruptcy Code. Accordingly, Claro respectfully submits that approval of the compensation sought herein is warranted and should be approved. Notice 34. Notice of this Application has been provided to all necessary parties in interest in accordance with the Bankruptcy Rules, Bankruptcy Local Rules, Complex Case Procedures, and the Court’s Order Granting Complex Chapter 11 Bankruptcy Case Treatment [Docket No. 20]. Claro respectfully submits that such notice is sufficient, and no further notice is required. Payment Request 35. Claro requests that this Court allow these fees and approve compensation by the estates on a final basis in the amount of $793,682.00 for professional fees, $1,000.00 for reimbursable expenses, and $10,000.00 in Application costs for preparing and prosecuting this Application, for a total of $804,682.00 in fees and expenses incurred from the Petition Date through the Effective Date of June 30, 2021. By this Application, Claro respectfully requests that the Court: (i) authorize and direct Claro to draw down $170,000.00 of the remaining Retainer; and (ii) authorize and direct the Liquidating Trustee and Post-Effective Date Debtors, as applicable, to
22pay all remaining fees and expenses incurred during the Application Period in accordance with the provisions of the Plan less the remaining Retainer and the amounts actually paid to Claro by the Debtors in accordance with the Interim Compensation Order. 36. Claro respectfully requests entry of the Proposed Order, substantially in the form attached hereto as Exhibit E, allowing and directing payment, on a final basis of compensation for professional services rendered by Claro to the Debtors during the Application Period in the aggregate amount of $804,682.00. Conclusion 37. Based on the foregoing, The Claro Group, LLC requests that this Court allow and authorize on a final basis fees of $793,682.00, reimbursable expenses of $1,000.00, and application costs of $10,000.00 for the Application Period in the following total amount of $804,682.00. Claro also requests that this Court grant it any and all other legal or equitable relief to which it may be justly entitled. Dated: August 26, 2021 Respectfully submitted, THE CLARO GROUP, LLC By: /s/ Douglas J. Brickley Douglas J. Brickley 711 Louisiana Street, Suite 2100 Houston, Texas 77002 Telephone: (713) 454-7730 Facsimile: (713) 236-0033 Email: email@example.com FINANCIAL ADVISORS FOR THE DEBTORS