HTML Document View

Full title: Fee Auditor's Report Fee Examiner's Consolidated Final Report Pertaining to First Interim Fee Applications of Certain Retained Professionals (related document(s)708, 709, 710, 711, 712, 713) Filed by David M. Klauder. (Attachments: # 1 Exhibit A) (Klauder, David) (Entered: 06/28/2021)

Document posted on Jun 27, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

(the “Fee Examiner Order”) in connection with applications for the allowance of compensation and reimbursement of expenses for the first interim fee period (the “Interim Fee Applications”) of certain professionals retained in the above-referenced cases (the “Retained 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc.(6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).The Fee Examiner Order also sets out in detail the process for the Fee Examiner’s review, including issuance of initial reports, a consultation period with retained professionals, and the filing of this Final Report, which contains the Fee Examiner final recommendations to this Court with respect to the Interim Fee Applications 4. The Fee Examiner reviewed the Interim Fee Applications for compliance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), the Order Pursuant to Bankruptcy Code Sections 105(a) and 331, Bankruptcy Rule 2016, and Local Bankruptcy Rule 7016-2 Establishing Interim Compensation Procedures [D.I. 171] (the “Interim Compensation Order”), and the Appendix B Guidelines for Reviewing Applications for Compensation & Reimbursement of Expenses filed under United States Code by Attorneys in Large Chapter 11 Cases (78 Fed.On May 17, 2021, Kramer Levin filed its First Interim Fee Application [D.I. 708] (the “Kramer Levin Fee Application”).

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 EHT US1, Inc., et al., Case No. 21-10036 (CSS) Debtors1 Jointly Administered Re: Docket Nos. 708, 709, 710, 711, 712, 713 FEE EXAMINER’S CONSOLIDATED FINAL REPORT PERTAINING TO FIRST INTERIM FEE APPLICATIONS OF CERTAIN RETAINED PROFESSIONALS David M. Klauder (the “Fee Examiner”), the Fee Examiner for the bankruptcy estates (the “Bankruptcy Estates”) of EHT US1, Inc., et al. (the “Debtors”), hereby submits this Final Report (the “Final Report”) pursuant to the Court’s Order Appointing Fee Examiner and Establishing Related Procedures for the Review of Applications of Retained Professionals [D.I. 513] (the “Fee Examiner Order”) in connection with applications for the allowance of compensation and reimbursement of expenses for the first interim fee period (the “Interim Fee Applications”) of certain professionals retained in the above-referenced cases (the “Retained 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc.(6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).

1

Professionals”) as listed on Exhibit A. In support of this Final Report, the Fee Examiner respectfully represents as follows BACKGROUND 1. On January 18, 2021, Debtor EHT US1, Inc. filed a voluntary petition of relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in this Court. 2. On March 26, 2021, David M. Klauder was appointed as the Fee Examiner for these cases. 3. As noted and set out in detail in the Fee Examiner Order, the Fee Examiner is tasked with reviewing the various fee applications filed by retained professionals in the case and recommending any reductions in fees or expenses sought in the fee applications. The Fee Examiner Order also sets out in detail the process for the Fee Examiner’s review, including issuance of initial reports, a consultation period with retained professionals, and the filing of this Final Report, which contains the Fee Examiner final recommendations to this Court with respect to the Interim Fee Applications 4. The Fee Examiner reviewed the Interim Fee Applications for compliance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), the Order Pursuant to Bankruptcy Code Sections 105(a) and 331, Bankruptcy Rule 2016, and Local Bankruptcy Rule 7016-2 Establishing Interim Compensation Procedures [D.I. 171] (the “Interim Compensation Order”), and the Appendix B Guidelines for Reviewing Applications for Compensation & Reimbursement of Expenses filed under United States Code by Attorneys in Large Chapter 11 Cases (78 Fed. Reg. No. 116, page 36248 (June 17, 2013)) (the “UST

2

Guidelines”). In addition, the Fee Examiner reviewed the Interim Fee Applications for general compliance with legal precedent established by the District Courts and Bankruptcy Courts for the District of Delaware, the Third Circuit Court of Appeals, and other applicable precedent. 5. Following that review, the Fee Examiner issued Interim Reports to the Retained Professionals regarding the Interim Fee Applications. The Interim Report set forth the legal and other standards governing the review and raised questions as to certain designated time entries or expenses. The Retained Professionals were invited to respond to the Interim Report, and they did so through email exchange and/or discussions with the Fee Examiner. Resolution was then reached between the Fee Examiner and each of the Retained Professionals as described below. THE FEE EXAMINER’S RECOMMENDATIONS AS TO THE INTERIM FEE APPLICATIONS 6. The Fee Examiner makes the following recommendations for the Interim Fee Applications. Attached as Exhibit A is the chart summarizing the fees and expenses sought by the Retained Professionals in the Interim Fee Applications along with the agreed-upon reductions between the Fee Examiner and the Retained Professionals and the Fee Examiner’s suggested allowances. Cole Schotz P.C. First Interim Fee Application 7. Cole Schotz P.C. (“Cole Schotz”) is co-counsel to the Debtors. On May 17, 2021, Cole Schotz filed its First Interim Fee Application [D.I. 712] (the “Cole Schotz Fee Application”). In the Cole Schotz Fee Application, Kasowitz requests approval of compensation in the amount of $889,643.50 and reimbursement of expenses in the amount of $59,423.33 for the period of January 18, 2021 through March 31, 2021.

3

8. The Fee Examiner reviewed the Cole Schotz Fee Application to ensure compliance with the applicable rules, orders and guidelines. Based on that review, the Fee Examiner generated an interim report that identified the following general issues with the Cole Schotz Fee Application: a. Internal Communications Among Professionals, b. Attendance at Hearings, and c. Excessive Time/No Benefit to Estate. 9. In response to the Fee Examiner’s interim report, Cole Schotz and the Fee Examiner engaged in an exchange to address and resolve the issues raised by the interim report. 10. As a result, Cole Schotz and the Fee Examiner have agreed to a recommended reduction of $15,000.00 in compensation and $0.00 in expenses. After consideration of the agreed-upon reductions, Cole Schotz is requesting allowance of compensation in the amount of $874,643.50 and $59,423.33 expenses. The Fee Examiner has no objection to this Court’s approval of the Cole Schotz Fee Application. Paul Hastings LLP First Interim Fee Application 11. Paul Hastings LLP (“Paul Hastings”) is counsel for Debtors. On May 17, 2021, Paul Hastings filed its First Interim Fee Application [D.I. 711] (the “Paul Hastings Fee Application”). In the Paul Hastings Fee Application, Paul Hastings requests approval of compensation in the amount of $5,110,869.50 and reimbursement of expenses in the amount of $83,340.91 for the period of January 18, 2021, through March 31, 2021. 12. The Fee Examiner reviewed the Paul Hastings Fee Application to ensure compliance with the applicable rules, orders and guidelines. Based on that review, the Fee Examiner generated an interim report that identified the following general issues with the Paul Hastings Fee Application:

4

a. Internal Communications Among Professionals, and b. Attendance at Hearings. 13. In response to the Fee Examiner’s interim report, Paul Hastings and the Fee Examiner engaged in an exchange to address and resolve the issues raised by the interim report. 14. As a result, Paul Hastings and the Fee Examiner have agreed to a recommended reduction of $45,000.00 compensation and $0.00 in expenses. After consideration of the agreed-upon reductions, Paul Hastings is requesting allowance of compensation in the amount of $5,065,869.50 and $83,340.91 in expenses. The Fee Examiner has no objection to Paul Hastings modified request and to this Court’s approval of the Paul Hastings Fee Application as modified. Province, LLC First Interim Fee Application 15. Province LLC (“Province”) is financial advisor to the official committee of unsecured creditors (the “Committee”). On March 17, 2021, Province filed its First Interim Fee Application [D.I. 710] (the “Province Fee Application”). In the Province Fee Application, Province requests approval of compensation in the amount of $1,177,088.25 and reimbursement of expenses in the amount of $1,837.71 for the period of February 8, 2021 through March 31, 2021. 16. The Fee Examiner reviewed the Province Fee Application to ensure compliance with the applicable rules, orders and guidelines. Based on that review, the Fee Examiner generated an interim report that identified the following general issues with the Province Fee Application: a. Transient Timekeepers, b. Multiple Professionals at Meetings, Calls, Hearings, c. Internal Communications Among Professionals; and d. Estimated Time Overbilled.

5

17. In response to the Fee Examiner’s interim report, Province and the Fee Examiner engaged in an exchange to address and resolve the issues raised by the interim report. 18. As a result, Province and the Fee Examiner have agreed to a recommended reduction of $10,000.00 in compensation and $0.00 in expenses. After consideration of the agreed-upon reductions, Province is requesting allowance of compensation in the amount of $1,167,088.25 and $1,837.71 in expenses. The Fee Examiner has no objection to Province modified request and to this Court’s approval of the Province Fee Application as modified. Kramer Levin Naftalis & Frankel, LLP First Interim Fee Application 19. Kramer Levin Naftalis & Frankel, LLP (“Kramer Levin”) is co-counsel to the Committee. On May 17, 2021, Kramer Levin filed its First Interim Fee Application [D.I. 708] (the “Kramer Levin Fee Application”). In the Kramer Levin Fee Application, Kramer Levin requests approval of compensation in the amount of $1,331,827.00 and reimbursement of expenses in the amount of $5,728.54 for the period of February 5, 2021 through March 31, 2021. 20. The Fee Examiner reviewed the Kramer Levin Fee Application to ensure compliance with the applicable rules, orders and guidelines. Based on that review, the Fee Examiner generated an interim report that identified the following general issues with the Kramer Levin Fee Application: a. Transient Timekeepers, b. Multiple Professionals at Meetings, Calls, Hearings, c. Internal Communications Among Professionals, and d. Estimated Time Overbilled. 21. In response to the Fee Examiner’s interim report, Kramer Levin and the Fee Examiner engaged in an exchange to address and resolve the issues raised by the interim report.

6

22. As a result, Kramer Levin and the Fee Examiner have agreed to a recommended reduction of $0.00 in compensation and $0.00 in expenses. After consideration of the agreed-upon reductions, Kramer Levin is requesting allowance of compensation in the amount of $1,331,827.00 and $5,728.54 expenses. The Fee Examiner has no objection to this Court’s approval of the Kramer Levin Fee Application. Morris James LLP First Interim Fee Application 23. Morris James LLP (“Morris James”) is co-counsel to the Committee. On May 17, 2021, Morris James filed its First Interim Fee Application [D.I. 709] (the “Morris James Fee Application”). In the Morris James Fee Application, Morris James requests approval of compensation in the amount of $145,736.00 and reimbursement of expenses in the amount of $657.81 for the period of February 9, 2021, through March 31, 2021. 24. The Fee Examiner reviewed the Morris James Fee Application to ensure compliance with the applicable rules, orders, and guidelines. Based on that review, the Fee Examiner generated an interim report that identified the following general issues with the Morris James Fee Application: a. Transient Timekeepers, and b. Internal Communications Among Professionals. 25. In response to the Fee Examiner’s interim report, Morris James and the Fee Examiner engaged in an exchange to address and resolve the issues raised by the interim report. 26. As a result, Morris James and the Fee Examiner have agreed to a recommended reduction of $0.00 compensation and $0.00 in expenses. After consideration of the agreed-upon reductions, Morris James is requesting allowance of compensation in the amount of

7

$145,736.00 and $657.81 in expenses. The Fee Examiner has no objection to Morris James modified request and to this Court’s approval of the Morris James Fee Application as modified. Retained Professional with No Issues Noted by the Fee Examiner 27. The relevant fee application for the following Retained Professional was reviewed by the Fee Examiner and no issues were noted. As such, the Fee Examiner has no objection to the requested compensation and expenses for this Retained Professional. a. Donlin & Recano – First Interim Fee Application [D.I. 714] -$52,442.60 in fees/$0.00 in expenses. b. Moelis & Company, LLC – First Interim Fee Application [D.I. 713]- $1,300,000.00 in fees/$41,432.82 in expenses. CONCLUSION Accordingly, the Fee Examiner recommends that the compensation and expenses sought by the Retained Professionals in the Interim Fee Applications be allowed as modified, and for such other relief that this Court deems just and appropriate. Respectfully submitted, Dated: June 28, 2021 /s/ David M. Klauder David M. Klauder (No. 5769) Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Phone: (302) 806-4600 Fax: (302) 397-2557 dklauder@bk-legal.com Fee Examiner

8