HTML Document View

Full title: Interim Application for Compensation [Fourth Interim] Application for Compensation and Reimbursement of Expenses of Dilworth Paxson LLP, Counsel for Debtor, for the Period March 1, 2021 Through June 30, 2021 for Dilworth Paxson LLP, Debtor's Attorney, Period: 3/1/2021 to 6/30/2021, Fee: $303616.00, Expenses: $5728.45. Filed by Dilworth Paxson LLP Represented by Self(Counsel). (Attachments: # 1 Exhibit A - March 2021 Invoice # 2 Exhibit B - April 2021 Invoice # 3 Exhibit C - May 2021 Invoice # 4 Exhibit D - June Invoice # 5 Exhibit E - Categories of Services # 6 Proposed Order) (HUGHES, PETER) (Entered: 08/20/2021)

Document posted on Aug 19, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : : Debtor. : FOURTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF DILWORTH PAXSON LLP, COUNSEL FOR DEBTOR, FOR THE PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021 Description of Services Compensation and reimbursement for expenses is now sought for all reasonable and necessary activities performed in the representation of the Debtor from March 1, 2021 through June 30, 2021 including, by categorical listing: B110 – Case Administration (Fees: $3,223.00 Total Hours: 9.90)This category represents coordination and compliance activities, including preparation of schedules, statements, and monthly operating reports for filing; coordination of service lists; scheduling and maintaining the case calendar; preparation for hearings; and other general case administration activities.This category represents certain matters pertaining to retention of counsel and other professionals in the Debtor’s case and the time incurred by Dilworth for preparation of fee applications and related pleadings.B230 – Financing/Cash Collection (Fees: $10,984.00 Total Hours: 21.30)This category includes time incurred by Dilworth relating to the Debtor’s use of cash collateral, including preparation for cash collateral hearings and communications with counsel to the lender.

List of Tables

Document Contents

UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In re: : Chapter 11 : Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : : Debtor. : FOURTH INTERIM APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF DILWORTH PAXSON LLP, COUNSEL FOR DEBTOR, FOR THE PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021 Dilworth Paxson LLP (“Dilworth”), counsel to the above-captioned debtor and debtor-in-possession (collectively, the “Debtor”), in accordance with Federal Rule of Bankruptcy Procedure 2016 and Local Bankruptcy Rule 2016-5, requests an award of compensation and reimbursement of actual, necessary expenses and represents: Part A – Preliminary Statement 1. Dilworth is counsel for the Debtor. 2. Dilworth has been appointed by the Bankruptcy Court for the Eastern District of Pennsylvania as Counsel to the Debtor pursuant to Court Order dated March 31, 2020. 3. All services rendered and fees incurred for which compensation or reimbursement is requested were performed or incurred for or on behalf of the Debtor. 4. The services described in this application (the “Application”) are actual, necessary services and the compensation requested for those services is reasonable. 5. The expenses described in this Application are actual, necessary expenses. 6. Dilworth makes this Application for interim approval of compensation and reimbursement of expenses for the period March 1, 2021 through June 30, 2021 (the “Compensation Period”).

1

7. A detailed itemization of the services rendered from March 1, 2021 through June 30, 2021 is attached hereto as Exhibits A through D. Part B – General Information 8. Period: March 1, 2021 through June 30, 2021. Final Application Interim Application X Requested Fees requested to be approved: $303,616.00 Less 20% Discount: -$60,723.20 Adjusted Total: $242,892.80 Expenses requested to be approved: $5,728.45 Total: $248,621.25 Holdback Amount: $0.001 9. General Information A. Date case filed: March 1, 2020. B. Date Application to Approve Employment filed: March 1, 2020. C. Date employment approved: March 31, 2020. D. First date services rendered in the bankruptcy case: March 1, 2020. E. Compensation request is under Section 330: X Yes No 1 Dilworth has reduced its customary hourly rates by up to 20% by waiving payment of any holdbacks to which it would be entitled after payment on account of 80% of its fees under Local .B.R. 2016-5. 2

2

F. Any fees awarded will be paid from the estate: X Yes No G. This application is for a period less than 120 days after the filing of the case or less than 120 days after the end of the period of the last application: Yes X No 10. Prior Applications
Table 1 on page 3. Back to List of Tables
Requested None Approved/Pending
Approval
None Holdback Fees
Requested
(20%)2
Date Filed Period
Covered
Fees Expenses Fees
80%
Expenses
04/03/2020
(First)
03/01/20-
03/31/20
$114,867.50 $2,035.98 $91,894.00 $2,035.98 $0.00
05/07/2020
(Second)
04/01/20-
04/30/20
$65,580.50 $0.00 $52,464.40 $0.00 $0,00
06/09/2020
(Third)
05/01/20-
05/31/20
$48,420.50 $849.10 $38,736.40 $849.10 $0.00
07/27/2020
(Fourth)
06/01/20-
06/30-20
$67,724.00 $0.00 $54,179.20 $0.00 $0.00
09/10/2020
(Fifth)
07/01/20-
07/31/20
$90,972.50 $273.66 $72,778.00 $273.66 $0.00
10/01/2020
(Sixth)
08/01/20-
08/31/20
$114,953.00 $22.00 $91,962.40 $22.00 $0.00
10/28/2020
(Seventh)
09/01/20-
09/30/20
$209,232.003 $2,193.90 $147,865.60 $2,193.90 $0.00
11/24/2020
(Eighth)
10/01/20-
10/31/20
$111,224.00 $3,359.27 $88,979.20 $3,359.27 $0.00
12/11/2020
(Ninth)
11/30/20-
11/30/20
$134,628.00 $2,426.27 $107,702.40 $2,426.27 $0.00
01/22/2021
(Tenth)
12/01/20-
12/31/20
$107,943.00 $2,605.31 $86,354.40 $2,605.31 $0.00
02/24/2021
(Eleventh)
01/01/21-
01/31/21
$79,566.00 $3,826.73 $63,652.80 $3,826.73 $0.00
03/23/2021
(Twelfth)
02/01/21-
02/28/21
$82,325.00 $13.93 $65,860.00 $13.93 $0.00
4/23/2021
(Thirteenth)
03/01/21-
03/31/21
$81,763.00 $1,263.88 $65,410.40 $1,263.88 $0.00
2 Dilworth has reduced its customary hourly rates by up to 20% by waiving payment of any holdbacks to which it would be entitled after payment on account of 80% of its fees under Local .B.R. 2016-5. 3 Dilworth took an additional $24,400.00 discount in the Seventh Monthly Fee Application. 3

3

5/20/2021 04/01/21- $59,216.50 $2,414.41 $47,373.20 $2,414.41 $0.00 (Fourteenth) 04/30/21 6/15/2021 05/01/21- $84,525.50 $0.00 $67,620.40 $0.00 $0.00 (Fifteenth) 05/31/21 08/20/2021 06/01/21- $78,111.00 $2,050.16 $62,488.80 $2,050.16 $0.00 (Sixteenth) 06/30/21 (pending) (pending) Total $1,531,052.00 $23,334.60 $1,205,321.60 $23,334.60 $0.002 11. Attorneys Billing for Current Period (March 1, 2021 through June 30, 2021)
Table 1 on page 4. Back to List of Tables
Name Hours Billing Rate4 Total
Lawrence G. McMichael 26.80 $975.00 $26,130.00
Peter C. Hughes 314.50 $695.00 $218,577.50
Rosemary J. Loverdi 0.80 $575.00 $460.00
Marc A. Feller 2.40 $570.00 $1,368.00
Yonit A. Caplow 85.50 $390.00 $33,345.00
5/20/2021 04/01/21- $59,216.50 $2,414.41 $47,373.20 $2,414.41 $0.00 (Fourteenth) 04/30/21 6/15/2021 05/01/21- $84,525.50 $0.00 $67,620.40 $0.00 $0.00 (Fifteenth) 05/31/21 08/20/2021 06/01/21- $78,111.00 $2,050.16 $62,488.80 $2,050.16 $0.00 (Sixteenth) 06/30/21 (pending) (pending) Total $1,531,052.00 $23,334.60 $1,205,321.60 $23,334.60 $0.002 11. Attorneys Billing for Current Period (March 1, 2021 through June 30, 2021) 12. Paralegal Billing for Current Period (March 1, 2021 through June 30, 2021)
Table 2 on page 4. Back to List of Tables
Name Hours Billing Rate Total
Christine Chapman-Tomlin 80.00 $240.00 $19,200.00
Miriam Luna Dolan 19.30 $235.00 $4,535.50
Total Fees: $303,616.00 Less 20% Discount -$60,723.20 ADJUSTED TOTAL: $242,892.80 4 Certain billing rates were increased in the ordinary course of business. 4

4

13. Billing Rates The billing rates set forth in this application are the normal hourly rates charged by Dilworth for the services rendered, but are discounted by waiving holdbacks as set forth above. Part C – Billing Summary 14. Description of Services Compensation and reimbursement for expenses is now sought for all reasonable and necessary activities performed in the representation of the Debtor from March 1, 2021 through June 30, 2021 including, by categorical listing: B110 – Case Administration (Fees: $3,223.00 Total Hours: 9.90) This category represents coordination and compliance activities, including preparation of schedules, statements, and monthly operating reports for filing; coordination of service lists; scheduling and maintaining the case calendar; preparation for hearings; and other general case administration activities. During the Compensation Period, Dilworth prepared a Monthly Operating Statement Analysis. In addition, Dilworth reviewed the Monthly Operating Statements and worked with the Debtor to reconcile issues related thereto. Further, Dilworth coordinated service of all motions, declarations, notices and other filings with the Claims and Noticing Agent, Donlin Recano. B120 – Asset Analysis and Recovery (Fees: $131,417.50 Total Hours: 230.60) This category represents identification and review of potential assets on behalf of the Debtor and includes work relating to the Motion for a determination of the value of the Debtor’s real property. During the Compensation Period, Dilworth reviewed and analyzed the appellate rules, bankruptcy rules and district court rules regarding jurisdiction of appeal. Dilworth also addressed issues relating to the briefing schedule. In addition, Dilworth analyzed the appellee 5

5

brief and reviewed authoritative case law. Further, Dilworth performed additional research and drafted a reply brief regarding the valuation of the Museum. During the compensation period, Dilworth prepared pleadings for the appeal hearing, reviewed appellate briefs, and prepared the outline for oral argument. Further, Dilworth reviewed and evaluated the District Court’s ruling and determined further actions. Additionally, Dilworth reviewed and analyzed the appellate rules and procedures to appeal to the Third Circuit and filed the Notice of Appeal to the Third Circuit. Dilworth further reviewed, analyzed, and researched appellate rules regarding jurisdictional issues. Dilworth prepared a draft brief to address jurisdictional issues for the Third Circuit valuation appeal, prepared the statement of issues and designation of appeal and summary of the case. Finally, Dilworth conducted an in-depth case analysis and research to prepare and draft the Third Circuit appellant brief. B140 – Relief from Stay/Adequate Protection (Fees: $5,979.50 Total Hours: 13.10) This category includes all matters relating to requests for relief from stay and adequate protection. During the Compensation Period, Dilworth conducted a detailed analysis of UMB’s motion to dismiss and/or modify the automatic stay. Further, Dilworth prepared and filed a stipulation to extend time regarding the modification of the automatic stay. B150 – Meetings of and Communications with Creditors (Fees: $362.00 Total Hours: 0.40) This category includes routine communications with the Debtor’s creditors regarding the status of the bankruptcy case, the receipt of certain notices, claims, and other issues and inquiries arising from time to time. During the Compensation Period, Dilworth had communications with various parties regarding the case. 6

6

B160 – Fee/Employment Applications (Fees: $12,966.50 Hours: 36.30) This category represents certain matters pertaining to retention of counsel and other professionals in the Debtor’s case and the time incurred by Dilworth for preparation of fee applications and related pleadings. During the Compensation Period, Dilworth prepared and filed its twelfth, thirteenth, fourteenth, and fifteenth monthly requests for payment and filed Certificates of No Objection following the expiration of the response periods. Additionally, Dilworth prepared and filed its third interim compensation application, filed a Certificate of No Objection following the response period expiration and an order approving the application was entered. Dilworth also communicated with the accountant to the Debtor regarding the filing of fee applications. Finally, Dilworth review and filed Donlin Recano’s third monthly fee application as administrative advisor. B185 – Assumption/Rejection of Leases (Fees: $556.00 Total Hours: 0.80) This category generally includes issues relating to the assumption or rejection by the Debtor of leases and executory contracts. During the Compensation Period, Dilworth reviewed communications regarding the CM3 contract and communicated with the Debtor regarding the proposed agreement. B190 – Other Contested Matters (Fees: $66,899.00 Total Hours: 105.40) This category generally includes time incurred in prosecuting general contested matters during the bankruptcy case. During the Compensation Period, Dilworth performed research, reviewed the bankruptcy code and revised the draft to object to UMB Bank’s Motion to Dismiss Case or Modify the Automatic Stay. Further, Dilworth drafted an outline and prepared for testimony for the motion to dismiss. Dilworth also communicated with opposing counsel 7

7

regarding the 362(e) issue and prepared a further stipulation and waiver to extend the time to respond to the motion to dismiss or modify the automatic stay. Dilworth further prepared and filed a stipulation regarding deadlines for objections to the insider motion and answer to adversary complaint. During the Compensation Period, Dilworth prepared and served discovery requests related to the motion to dismiss upon opposing counsel. Dilworth also reviewed discovery requests issued by UMB relating to the motion to dismiss. Further, Dilworth prepared responses to the discovery requests and communicated with opposing counsel regarding witnesses for the motion to dismiss and document production. Finally, Dilworth prepared and filed a motion to continue the hearing for the motion to dismiss. B210 – Business Operations (Fees: $834.00 Total Hours: 1.20) This category generally includes services provided to the Debtor in connection with matters regarding the operation of the Debtor’s business. Specifically, during the Compensation Period, Dilworth communicated with the accountants to the Debtor regarding an audit letter response. Further, Dilworth communicated with the Debtor regarding a loan issue. B230 – Financing/Cash Collection (Fees: $10,984.00 Total Hours: 21.30)This category includes time incurred by Dilworth relating to the Debtor’s use of cash collateral, including preparation for cash collateral hearings and communications with counsel to the lender. During the Compensation Period, Dilworth consulted with the Debtor regarding the budget for all interim cash collateral periods. Dilworth consulted with counsel for the lender, and prepared and submitted proposed fourteenth, fifteenth, sixteenth, and seventeenth Interim Orders authorizing the use of cash collateral, which were approved by the Court. Dilworth 8

8

drafted and submitted a proposed eighteenth interim order authorizing the use of cash collateral. Dilworth also attended the continued hearings for the cash collateral motion. B310 – Claims Administration (Fees: $117.50 Total Hours: 0.30) This category includes time incurred relating to the review and analysis of claims against the Debtors’ bankruptcy estate. During the Compensation Period, Dilworth reviewed Philadelphia Water Revenue’s filing regarding their proof of claim. B320 – Plan and Disclosure Statement (Fees: $70,277.00 Total Hours: 110.00) This category includes time incurred relating to the disclosure statement and plan of reorganization. During the Compensation Period, Dilworth conducted an analysis of plan issues, projections, and options then discussed those issues with the debtor. Additionally, Dilworth communicated with the debtor regarding treatment of secured claims under the plan. Further, Dilworth conducted research and made revisions to the plan and disclosure statement. During the Compensation Period, Dilworth conducted research regarding negative amortization, secured creditors treatment under the plan, interest rates and claim priority. Additionally, Dilworth reviewed and revised the plan and disclosure statement and analyzed plan projections. Finally, Dilworth contacted a potential interest rate expert to prepare for testimony. 15. Detail of Hours Expended In accordance with Local Bankruptcy Rule 2016-3, Exhibits A through D provide the name of the professional or paraprofessional, date, activity and time expended by day in chronological order showing all professionals or paraprofessionals that billed time on a particular day during the Compensation Period. 16. Based on the above, Dilworth requests interim approval by this Court of $242,892.80in fees and $5,728.45 in expenses. 9

9

17. In accordance with Local Bankruptcy Rule 2016-3, attached hereto as Exhibit E is a listing of categories of services rendered and the hours expended in each category. Part D - Expense Summary 18. From March 1, 2021 through June 30, 2021, Dilworth has incurred $5,728.45 in expenses in connection with the services provided to the Debtor. Set forth in Exhibits A through D is a description that shows the type of expenses for which reimbursement is sought and the amount of reimbursement sought for each type for the Compensation Period. 19. The following expenses listed on Exhibits A through D are calculated using Dilworth’s in-house actual cost or the actual amount billed by a third party provider: Postage/Freight, Messenger/Courier Services, Court Reporting/Transcripts, Meals, Search Fees, and Outside Duplicating Services. 20. The following expenses listed on Exhibits A through D are not calculated using Dilworth’s in-house actual cost or the actual amount billed by a third party provider: Duplicating, Fax, and Information Services. 21. Copy charges are calculated at a rate of $.23 per page. Facsimile charges for outgoing faxes are calculated at $1.00 per page; no charge is incurred for incoming faxes. 22. On Exhibits A through D, the category titled Information Services includes charges for docket searches through Pacer, as well as online legal research through Westlaw. Pacer charges are billed at actual cost. Westlaw charges are billed by Dilworth at 20% of the standard rates that Westlaw applies to online searches (or an 80% discount on Westlaw’s standard rates). WHEREFORE, Dilworth hereby respectfully requests interim approval of the sum of $303,616.00 less the 20% discount for a total compensation of $242,892.80 and approval of $5,728.45 in reimbursement of actual, necessary expenses. 10

10

Dated: August 20, 2021 /s/ Peter C. Hughes DILWORTH PAXSON LLP Lawrence G. McMichael Peter C. Hughes Yonit A. Caplow 1500 Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 Counsel for the Debtor and Debtor-in-Possession 11

11