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Full title: Motion to Amend Ex Parte Application of the Debtor For of an Order Authorizing the Retention and Employment of Hinckley Allen & Snyder Filed by Debtor The Prospect-Woodward Home (RE: related document(s) 55 Application to Employ filed by Debtor The Prospect-Woodward Home) (Attachments: # 1 Exhibit Proposed Order # 2 Exhibit Affidavit of Jennifer Doran) (Doran, Jennifer) (Entered: 09/02/2021)

Document posted on Sep 1, 2021 in the bankruptcy, 10 pages and 0 tables.

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P. 2014 and LBR 2014-1, The Prospect-Woodward Home, debtor and debtor-in-possession in this Chapter 11 case (the “Debtor”), respectfully applies to this Court for an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), authorizing Debtor to retain Hinckley, Allen & Snyder LLP (“Hinckley Allen”), nunc pro tunc to the petition date, as local bankruptcy counsel in this case (the “Chapter 11 Case”) and as special counsel in connection with (a) the prosecution of ongoing arbitration and litigation proceedings stemming from construction defects, which pre-date the Chapter 11 Case (the “MacMillin Arbitration”); (b) the defense of Debtor in ongoing litigation brought by and on behalf of past residents of Debtor’s facility, pending before the New Hampshire Superior Court (the “Resident Litigation”); (c) ongoing regulatory matters, including but not limited to ongoing communications with the New Hampshire Insurance Department (“NHID”), New Hampshire Charitable Trusts Director (“NHCT”), and New Hampshire Health and Education Facilities Authority, change of control processes with the NHID and NHCT, and New Hampshire The Debtor seeks an order of this Court, pursuant to Sections 327(a) and (e) and 328(a) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, authorizing the employment and retention of Hinckley Allen as its local counsel in connection with this Chapter 11 proceeding and as special counsel in connection with the Special Counsel Matters.As set forth below, Hinckley Allen has extensive experience in all applicable areas of law and is intimately familiar with Debtor’s business, having represented Debtor in a wide range of matters since 2014, including with respect to the Special Counsel Matters.Mark McCue, the Hinckley Allen attorney overseeing the firm’s representation of Debtor, has represented continuing care retirement communities (“CCRCs”) in New Hampshire since 1994.Attorney McCue’s work for Debtor has included, without limitation, seeking New Hampshire Probate Court approval for Debtor to expand its mission and use its endowment for a CCRC; serving as institution counsel when Debtor obtained $93 million of tax-exempt bond financing in 2017; helping Debtor obtain a

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) Prospect-Woodward Home, ) Case No. 21-10523-BAH ) Debtor. 1 ) ) EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF HINCKLEY, ALLEN & SNYDER LLP AS LOCAL AND SPECIAL COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE Pursuant to 11 U.S.C. § 327(e), Fed. R. Bankr. P. 2014 and LBR 2014-1, The Prospect-Woodward Home, debtor and debtor-in-possession in this Chapter 11 case (the “Debtor”), respectfully applies to this Court for an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), authorizing Debtor to retain Hinckley, Allen & Snyder LLP (“Hinckley Allen”), nunc pro tunc to the petition date, as local bankruptcy counsel in this case (the “Chapter 11 Case”) and as special counsel in connection with (a) the prosecution of ongoing arbitration and litigation proceedings stemming from construction defects, which pre-date the Chapter 11 Case (the “MacMillin Arbitration”); (b) the defense of Debtor in ongoing litigation brought by and on behalf of past residents of Debtor’s facility, pending before the New Hampshire Superior Court (the “Resident Litigation”); (c) ongoing regulatory matters, including but not limited to ongoing communications with the New Hampshire Insurance Department (“NHID”), New Hampshire Charitable Trusts Director (“NHCT”), and New Hampshire Health and Education Facilities Authority, change of control processes with the NHID and NHCT, and New Hampshire Probate Court filings; (d) operational matters, including board meetings, contract issues with residents and vendors, due diligence, resident obligations, and employment 1 The last four digits of the Debtor’s federal taxpayer identification are 2146. The address of the Debtor’s headquarters is 95 Wyman Road, Keene, New Hampshire 03431.

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matters; (e) title matters, including finalizing and issuing title insurance, preparing and recording title transfer documents, and preparation and delivery of related title affidavits and indemnities; and (f) corporate matters incident to any anticipated corporate restructuring, or merger and/or acquisition, to include negotiation and drafting of an asset purchase agreement and disposition of real estate (collectively, the “Special Counsel Matters”). In support of this application, the Debtor submits the contemporaneous Declaration of Jennifer V. Doran in Support of Ex Parte Application of the Debtor for Entry of Order Authorizing the Retention of Hinckley, Allen & Snyder LLP as Local and Special Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the “Doran Declaration”), appended hereto as Exhibit B, and in further support states as follows: JURISDICTION 1. This Court has jurisdiction over this Chapter 11 Case under 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). 2. Venue is proper in this District under 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are Section 327 (a) and (e) of the Bankruptcy Code, Rules 2014(a) and 2016(a) of the Federal Rules of Bankruptcy Procedure, and LBR 2014-1. BACKGROUND 4. On August 30, 2021 (the “Petition Date”), Debtor commenced this case by filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”). 5. Detailed factual background regarding the Debtor, including business operations, capital and debt structure, and the events leading to Debtor’s Chapter 11 filing is set forth in the Declaration of Toby Shea, Chief Restructuring Officer, in Support of the Debtor’s First Day

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Pleadings [Docket No. 24] (the “First Day Declaration”), which is incorporated herein by reference. 6. The Debtor continues to operate its business and manage its property as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 7. No trustee or examiner has been appointed, and no official committee of unsecured creditors has been appointed in this case. RETENTION OF HINCKLEY ALLEN 8. The Debtor seeks an order of this Court, pursuant to Sections 327(a) and (e) and 328(a) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, authorizing the employment and retention of Hinckley Allen as its local counsel in connection with this Chapter 11 proceeding and as special counsel in connection with the Special Counsel Matters. As set forth below, Hinckley Allen has extensive experience in all applicable areas of law and is intimately familiar with Debtor’s business, having represented Debtor in a wide range of matters since 2014, including with respect to the Special Counsel Matters. 9. Under Sections 327(a) and (e), respectively, of the Bankruptcy Code, a debtor-in-possession is authorized to employ attorneys to represent it in connection with the Chapter 11 petition and also to employ, for specified special purposes, other than to represent the debtor-in-possession in conducting the case, attorneys that have represented the debtor, if in the best interest of the estate, and if such attorneys do not hold any interest adverse to the debtor-in-possession or its estate with respect to the matter on which such attorneys are employed. See 11 U.S.C. § 327(a), (e). Under Section 328(a) of the Bankruptcy Code, an attorney retained under Section 327(e) may be employed on any reasonable terms and conditions, including on retainer or on an hourly basis. See 11 U.S.C. § 328(a).

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10. Hinckley Allen is well qualified to serve as the Debtor’s local bankruptcy counsel in this case, and to assist with the Special Counsel Matters. Hinckley Allen has offices throughout the Northeast – including in Manchester, New Hampshire. Its attorneys have a broad range of expertise in applicable areas of law – including, for example, bankruptcy and restructuring, corporate mergers and acquisitions, health care law, and financial, regulatory, construction, real estate, and commercial litigation. 11. Mark McCue, the Hinckley Allen attorney overseeing the firm’s representation of Debtor, has represented continuing care retirement communities (“CCRCs”) in New Hampshire since 1994. Attorney McCue has, with the help of other Hinckley Allen attorneys, represented The Prospect Home since 2014, ultimately helping it merge with Woodward Home. Attorney McCue’s work for Debtor has included, without limitation, seeking New Hampshire Probate Court approval for Debtor to expand its mission and use its endowment for a CCRC; serving as institution counsel when Debtor obtained $93 million of tax-exempt bond financing in 2017; helping Debtor obtain a Certificate of Authority to operate a CCRC; guiding Debtor in compliance with New Hampshire Insurance Department and health care licensing regulations; registering Debtor as a charitable trust with the Charitable Trust Unit of the New Hampshire Attorney General’s Office; and preparing all of the residency documents. Attorney McCue is one of New Hampshire’s more experienced attorneys in change of control processes with both the New Hampshire Director of Charitable Trusts and the New Hampshire Insurance Commissioner, both of whom must approve any sale following the Section 363 sale process. Moreover, Attorney McCue has been a frequent presenter at conferences held by Leading Age, the premiere trade association of retirement communities in the region and nation.

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12. Dan Deschenes, Hinckley Allen’s lead attorney in charge of Debtor’s litigation needs, has twenty (20) years of litigation experience, and has over fifteen (15) years of experience directly working with CCRCs. Attorney Deschenes has represented Debtor in multiple litigation matters – including the Resident Litigation. Like Attorney McCue, Attorney Deschenes has presented at Leading Age conferences. 13. Seth Pasakarnis, Hinckley Allen’s lead attorney in charge of Debtor’s construction litigation, has fourteen (14) years of construction litigation experience. He has handled Debtor’s construction disputes – including all disputes leading up to and including the MacMillin Arbitration. 14. Jennifer Doran, Hinckley Allen’s lead bankruptcy lawyer in this proposed engagement, has nearly twenty (20) years of experience in bankruptcy matters, and has been involved in numerous Chapter 11 proceedings. 15. As set forth above, Hinckley Allen has detailed knowledge of the Debtor’s business, finances, and of the Special Counsel Matters. Debtor chose Hinckley Allen to serve as local bankruptcy counsel and special counsel because of the firm’s deep familiarity with the circumstances leading up to and resulting in the Chapter 11 filing. Hinckley Allen is confident in the team of attorneys it has assembled to serve Debtor in this proceeding. 16. Hinckley Allen has indicated its willingness to serve in the capacities set forth above, and to render services incident to these roles. 17. Debtor has selected Polsinelli P.C. as its general bankruptcy counsel in this Chapter 11 proceeding and as special corporate counsel with regard to corporate restructuring. At all times Hinckley Allen will endeavor to avoid any duplication of Polsinelli P.C.’s efforts. A. Hinckley Allen Does Not Have an Interest Adverse to the Debtor or the Estate with Respect to Any Matter on Which It Is to Be Employed

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18. The Debtor believes that the partners, counsel, and associates of Hinckley Allen do not hold or represent any interest adverse to that of the estate with respect to this Chapter 11 petition or the Special Counsel Matters. To the best of the Debtor’s knowledge, Hinckley Allen has not represented, nor does it now represent, any interest adverse to the Debtor with respect to the matters on which Hinckley Allen is to be employed, and Hinckley Allen, its partners and employees are otherwise disinterested persons with respect to the Debtor as that term is defined in the Bankruptcy Code, except as provided in the Doran Declaration, and Exhibit 2 thereto. 19. The Debtor seeks this Court’s authority to retain Hinckley Allen as local bankruptcy counsel under Section 327(a) of the Code, and special counsel under Section 327(e). The Debtor believes that the items disclosed in Exhibit 2 to the Doran Declaration do not disqualify Hinckley Allen from serving in these roles. B. Arrangement for Compensation and Reimbursement of Hinckley Allen. 20. In the year prior to the Petition Date, Hinckley Allen billed Debtor a total of $655,769.61 for legal services performed (and associated costs). This amount reflects Hinckley Allen’s substantial work on various significant matters, including, without limitation, forbearance negotiations (~$262,000), regulatory and licensing matters (~$7,600), the MacMillin Arbitration (~$257,000), and the Resident Litigation (~$128,000). 21. Debtor now seeks to employ Hinckley Allen at its standard hourly rates and under a pre-petition retainer in the amount of $100,000 (the “Retainer”) for the purposes of representing the estate as local counsel in this proceeding and with respect to the Special Counsel Matters. Post-petition fees generated and costs incurred by Hinckley Allen will be billed against the Retainer. Hinckley Allen’s fees are based on its customary hourly rates, which are periodically adjusted in accordance with firm policy. Hinckley Allen’s hourly rates range from

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$315.00 to $960.00 for lawyers, and $160.00 to $335.00 for paralegals. The principal professionals and paraprofessionals designated to represent the Debtor and their current standard hourly rates are: a. Mark S. McCue (partner): $660.00 per hour; b. Jennifer V. Doran (partner): $760.00 per hour; c. Daniel M. Deschenes (partner): $635.00 per hour; d. Seth Pasakarnis (partner): $585.00 per hour; e. Owen R. Graham (associate): $410.00 per hour; and f. Lindsey K. Peterson (associate): $375.00 per hour. Hourly rates are generally adjusted and increased as of January 1 each year, and sometimes to respond to changes in the prevailing legal market. 22. In addition to the hourly rates set forth above, Hinckley Allen will charge Debtor, at cost, for any extraordinary expenses incurred in connection with the client’s case. The expenses charged to clients include, among other things, filing fees, overnight delivery fees, travel and working meals, computerized research and transcription costs. Hinckley Allen will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to Hinckley Allen’s other clients or as previously fixed by this Court. Hinckley Allen believes that it is fair to charge these expenses to the clients incurring them instead of increasing hourly rates and spreading these expenses among all clients. 23. Debtor has compensated Hinckley Allen for all known fees generated and costs incurred incident to its pre-petition representation. 24. Hinckley Allen understands that it must apply to the Court for compensation for professional services rendered and reimbursement of expenses incurred in connection with its

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role as Section 327(a) local counsel and Section 327(e) special counsel to the Debtor in accordance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Local Rules, the United States Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330, and any applicable orders of the Court. 25. The Debtor has provided notice of this application by serving a copy of it upon the United States Trustee, all creditors known to have a security interest in some or all of the Debtor’s assets, all parties that have filed a notice of appearance and request for service of papers in this case, and the twenty largest general unsecured creditors of the Debtor as set forth in the list filed pursuant to Fed. R. Bankr. P. 1007(d), no creditors’ committee having yet been appointed. The Debtor requests that this Court find such notice of this application be good and sufficient in the circumstances. 26. In support of this Application, Jennifer V. Doran, Esq. has submitted a Declaration pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure and LBR 2014-1. WAIVER OF MEMORANDUM OF LAW 27. The Debtor requests that the Court waive and dispense with the requirement set forth in LBR 7102(b)(2) that any motion filed shall have an accompanying memorandum of law. The legal authorities upon which the Debtor relies are set forth in the Application. Accordingly, the Debtor submits that waiver is appropriate. NOTICE 28. Notice of the herein application has been provided to: (a) the Office of the United States Trustee for the District of New Hampshire; (b) counsel to the NHID; (c) the United States Attorney’s Office for the District of New Hampshire; (d) counsel to UMB Bank, as indenture

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trustee; (e) the Debtor’s twenty (20) largest unsecured creditors; and (f) any party filing a notice of appearance in this matter. 29. The Debtor submits that, in light of the nature of the relief requested, no further notice is required. NO PRIOR REQUEST 30. No prior request for the relief sought herein has been made to this Court or any other court.

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WHEREFORE, the Debtor respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Respectfully submitted, Date: September 1, 2021 /s/ Jennifer V. Doran HINCKLEY, ALLEN & SNYDER LLP Jennifer V. Doran, Esq. 28 State Street Boston, MA 02109-1775 Telephone: (617) 345-9000 Facsimile: (617) 345-9020 jdoran@hinckleyallen.com -and- Daniel M. Deschenes, Esq. (Bar No. 14889) Owen R. Graham, Esq. (Bar No. 266701) 650 Elm Street, Suite 500 Manchester, NH 0310 Telephone: (603) 225-4334 Facsimile: (603) 224-8350 ddeschenes@hinckleyallen.com ograham@hinckleyallen.com -and- POLSINELLI PC Jeremy R. Johnson, Esq. (pro hac pending) Stephen J. Astringer, Esq. (pro hac pending) 600 3rd Avenue, 42nd Floor New York, NY 10016 Telephone: (646) 289-6507 Facsimile: (212) 320-0479 Jeremy.johnson@polsinelli.com sastringer@polsinelli.com Proposed Counsel to Debtor and Debtor-in- Possession

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