HTML Document View

Full title: Application for compensation First and Final Fee Application of Norton Rose Fulbright US LLP as Local Counsel for the Official Committee of Unsecured Creditors for Allowance of Fees and Reimbursement of Expenses for the Period From November 18, 2020 Through April 15, 2021 for Norton Rose Fulbright US LLP, Creditor Comm. Aty, Period: 11/18/2020 to 4/15/2021, Fee: $128832.00, Expenses: $400.74. Filed by Attorney Norton Rose Fulbright US LLP Objections due by 6/22/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D) (Manns, Ryan)

Document posted on May 31, 2021 in the bankruptcy, 22 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

NRF maintains computerized records of the time spent by all NRF attorneys and paraprofessionals in connection with its representation of the Committee pursuant to, and in compliance with, the Local Rules and the Department of Justice Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the “Guidelines”).This category relates to Committee matters, meetings, and conference calls with the Committee as a whole, with individual Committee members, and with the Committee’s financial advisor Dundon Advisers, LLC, and in relation to written communications with the Committee. Fee/Employment Applications Task Code B160:Other reimbursable expenses (whether the service is performed by NRF in house or through a third-party vendor) include, but are not limited to, messenger service fees, process server fees, transcript fees, and court/filing fees.The sum of $128,832.00 in professional fees is reasonable compensation for the professional services rendered by NRF based on a lodestar analysis and the standard first set forth in Johnson, 488 F.2d at 717-19, made applicable to bankruptcy cases in First Colonial, and as further explained in In re Cahill and In re Fender.IV. CONCLUSION WHEREFORE, NRF respectfully requests that the Court grant the Application and enter an order, substantially in the same form as Exhibit B attached to the Application, (i) approving on a final basis allowance of compensation for professional services rendered to the Committee during in the amount of $128,832.00 and for expenses incurred by NRF in the amount of $400.74 for a sum total of $129,232.74; and (ii) granting NRF such other and further relief as is just and proper, at law or in equity.

List of Tables

Document Contents

Jeffrey N. Pomerantz (admitted pro hac vice) Kristian W. Gluck (SBT 24038921) Maxim B. Litvak (SBT 24002482) Ryan E. Manns (SBT 24041391) PACHULSKI STANG ZIEHL & JONES LLP Laura L. Smith (SBT 24066039) 10100 Santa Monica Boulevard, 13th Floor NORTON ROSE FULBRIGHT US LLP Los Angeles, CA 90067 2200 Ross Avenue, Suite 3600 Tel: (310) 277-6910 Dallas, TX 75201-7932 Facsimile: (310) 201-0760 Telephone: (214) 855-8000 jpomerantz@pszjlaw.com Facsimile: (214) 855-8200 mlitvak@pszjlaw.com kristian.gluck@nortonrosefulbright.com ryan.manns@nortonrosefulbright.com -and- laura.smith@nortonrosefulbright.com Robert J. Feinstein (admitted pro hac vice) Steven W. Golden (SBT 24099681) PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, NY 10017 rfeinstein@pszjlaw.com sgolden@pszjlaw.com Tel: (212) 561-7700 Facsimile: (212) 561-7777 COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Case No. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, et al.,1 § Chapter 11 § Debtors. § Jointly Administered § SUMMARY OF FIRST AND FINAL FEE APPLICATION OF NORTON ROSE FULBRIGHT US LLP AS LOCAL COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM NOVEMBER 18, 2020 THROUGH APRIL 15, 2021 1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://www.donlinrecano.com/Clients/smgh/Index.

1

FEE APPLICATION COVERSHEET Name of Applicant: Norton Rose Fulbright US LLP Capacity: Local Counsel for the Official Committee of Unsecured Creditors Petition Date: October 23, 2020 Retention Date: Nunc pro tunc to November 18, 2020 [Docket No. 426] Date of Order Approving Employment: January 11, 2021 Period for which Compensation and November 18, 2020 through, and including, Reimbursement is Sought on an Final Basis: April 15, 2021 Summary of Fees and Expenses Sought in the Application (for the Compensation Period) Amount of Fees Sought as Actual, Reasonable, $124,332.00 and Necessary for the Compensation Period: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary for the $400.74 Compensation Period: Amount of Voluntary Reductions (Negotiated $0.00 Write-Off) Total Compensation Sought for the $124,332.00+$400.74 = $124,732.74 Compensation Period: Blended Hourly Rate for All Attorneys: $887.50 Blended Hourly Rate for All Timekeepers: $801.43 Compensation and Expenses Already Paid $87,948.34 Pursuant to Monthly Invoices and Fee Notices Number of Professionals Included in the 7 Application: Number of Professionals Billing Fewer than 15 4 Hours: Summary of Fees and Expenses Sought in this Application (for Preparation of First and Final Fee App. for Committee Professionals) Amount of Compensation Sought as Actual, Reasonable and Necessary for Preparation of the $4,500.00 First and Final Fee Application for NRF Total Compensation and Expenses Requested $129,232.74 This is a final application.

2

I. Summary of Professionals for the Compensation Period (November 18, 2020 through, and including April 15, 2021):
Table 1 on page 3. Back to List of Tables
NAME OF
PROFESSIONAL
POSITION DEPT. YEAR
ADMITTED
HOURLY
BILLING
RATE
NUMBER
OF RATE
INCREASE
S SINCE
THE
RETENTIO
N DATE
TOTAL
BILLED
HOURS
TOTAL
COMPENSATION
William P.
Bowers
Of Counsel Tax 1975 $1095.00 N/A 3.00 $3,285.00
Stephen A.
Kuntz
Partner Tax 1984 $1080.00 N/A 16.20 $17,496.00
Kristian W.
Gluck
Partner Bankruptcy 2003 $895.00 N/A 6.00 $5,370.00
Robert C.
Morris
Partner Tax 2004 $820.00 N/A 3.60 $2,952.00
Ryan E. Manns Partner Bankruptcy 2003 $780.00 N/A 94.80 $73,944.00
Laura L. Smith Senior
Associate
Bankruptcy 2008 $655.00 N/A 26.10 $17,095.50
Kim Adams Paralegal Bankruptcy N/A $285.00 N/A 14.70 $4,189.50
Total Attorney
Hours and
Fees
164.40 $124,332.00
I. Summary of Professionals for the Compensation Period (November 18, 2020 through, and including April 15, 2021): II. Fees by Project Category for the Compensation Period (November 18, 2020 through, and including April 15, 2021):
Table 2 on page 3. Back to List of Tables
TASK
CODE
PROJECT CATEGORY TOTAL
BILLED
HOURS
AVERAGE
HOURLY
RATE
TOTAL
COMPENSATION
B100 Administration 0.80 $780.00 $624.00
B110 Case Administration 32.80 $653.75 $23,698.50
B120 Asset Analysis and Recovery 3.80 $800.00 $3,108.00
B130 Asset Disposition 2.00 $780.00 $1,560.00
B140 Relief from Stay and Adequate Protection
Proceedings
2.80 $532.50 $1,936.50
B150 Meetings of and Communications with Creditors 13.00 $717.50 $9,827.50
B160 Fee/Employment Applications 35.70 $573.33 $20,992.50

3

Table 1 on page 4. Back to List of Tables
TASK
CODE
PROJECT CATEGORY TOTAL
BILLED
HOURS
AVERAGE
HOURLY
RATE
TOTAL
COMPENSATION
B185 Assumption/Rejection of Leases and Contracts 2.70 $717.50 $1,906.00
B190 Other Contested Matters 9.80 $780.00 $7,644.00
B210 Business Operations 2.60 $780.00 $2,028.00
B230 Financing/Cash Collections 12.80 $717.50 $9,659.00
B240 Tax 4.40 $937.50 $4,377.00
B310 Claims Administration and Objections 0.50 $780.00 $390.00
B320 Plan and Disclosure Statement (Including
Business Plan)
24.50 $717.50 $19,085.00
B410 General Bankruptcy Advice 16.20 $1,080.00 $17,496.00
TOTAL 164.40 $756.47 $124,332.00
III. Expense Summary for the Compensation Period (November 18, 2020 through, and including April 15, 2021):
Table 2 on page 4. Back to List of Tables
EXPENSE CATEGORY AMOUNT
Computerized Research $28.70
Court/Filing Fees $300.00
Messenger Service $12.94
Copies $59.10
Total $400.74
[Remainder of page intentionally left blank.]

4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Case No. 20-32633-SGJ § STUDIO MOVIE GRILL HOLDINGS, LLC, et al.,1 § Chapter 11 § Debtors. § Jointly Administered § FIRST AND FINAL FEE APPLICATION OF NORTON ROSE FULBRIGHT US LLP AS LOCAL COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM NOVEMBER 18, 2020 THROUGH APRIL 15, 2021 NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT 1100 COMMERCE STREET, 12TH FLOOR, DALLAS, TEXAS 75242 BEFORE CLOSE OF BUSINESS ON TUESDAY, JUNE 22, 2021, WHICH IS AT LEAST 21 DAYS FROM THE DATE OF SERVICE HEREOF. ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH HEREIN. IF A RESPONSE IS FILED A HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY. IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN. Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas, and the Guidelines for Compensation and Expense Reimbursement 1 A complete list of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://www.donlinrecano.com/Clients/smgh/Index.

5

of Professionals in Chapter 11 Cases located in Appendix F thereto (the “Local Rules”), Norton Rose Fulbright US LLP (“NRF”), local counsel for the Official Committee of Unsecured Creditors (the “Committee”) of Studio Movie Grill Holdings, LLC, et al. (collectively, the “Debtors”) submits this First and Final Fee Application of Norton Rose Fulbright US LLP as Co-Counsel for the Official Committee of Unsecured Creditors for Allowance of Fees and Reimbursement of Expenses for the Period from November 18, 2020 through April 15, 2021 (the “Application”) seeking final allowance of fees in the amount of $128,832.002 and reimbursement of expenses in the amount of $400.74 for the period from November 18, 2020 through April 15, 2021 (the “Compensation Period”). In support of the Application, NRF respectfully submits the following: I. BACKGROUND 1. On October 23, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief pursuant to chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). 2. On November 16, 2020 (the “Formation Date”), the Office of the U.S. Trustee (the “U.S. Trustee”) appointed the Committee pursuant to section 1102 of the Bankruptcy Code.3 3. On November 18, 2020, the Committee selected Pachulski Stang Ziehl & Jones LLP (“Pachulski”) as proposed lead counsel and NRF as proposed local counsel, subject to the 2 This amount includes $4,500.00 for the preparation of this final application. 3 The Committee was comprised of the following five (5) members: (a) Michael Esqueda; (b) Segars Group LLC; (c) BwanaTheater Partners, LLC; (d) Spirit Realty, L.P.; and (e) Performance Food Group, Inc. d/b/a Vistar Corporation (“Performance Group”). [Dkt. No. 173]. The Committee selected Brad Boe of Performance Food Group as its chairperson.

6

Court’s approval.4 On November 19, 2020, the Committee selected Dundon Advisers, LLC to serve as its financial advisor. 4. On January 11, 2021, the Court entered the Order Granting Application of the Official Committee of Unsecured Creditors of Studio Movie Grill Holdings, LLC, et al. to Retain and Employ Norton Rose Fulbright US LLP as Local Counsel, Nunc Pro Tunc to November 18, 2020 (the “Retention Order”) [Dkt. No. 426]. 5. On March 31, 2021, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization (the “Confirmation Order”) [Dkt. No. 875]. 6. On April 19, 2021, the Debtors filed the Notice of (I) Entry of Order Confirming the Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization and (II) Occurrence of the Effective Date [Dkt. No. 917] (the “Notice of Effective Date”). Pursuant to the Notice of Effective Date, the effective date of the Fourth Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Dkt. No. 869] (the “Plan”) occurred on April 15, 2021 (the “Effective Date”). II. SUMMARY OF APPLICATION A. Summary of Professional Compensation and Reimbursement of Expenses Requested. 7. During the Compensation Period, NRF provided advice and services to the Committee that enabled it to discharge its fiduciary duties in connection with the above-referenced chapter 11 cases (the “Chapter 11 Cases”). By the Application, NRF requests final allowance of $128,832.00 as compensation for professional services rendered during the 4 NRF and Pachulski proactively endeavored to ensure that there was no duplication of services rendered to the Committee. Among other things, NRF advised the Committee on tax issues related to the plan, local rules, practices, and procedures, including Fifth Circuit law.

7

Compensation Period and allowance of $400.74 as reimbursement for actual and necessary expenses incurred by NRF during the Compensation Period. 8. NRF attorneys and paraprofessionals expended a total of 164.40 hours during the Compensation Period. All services for which compensation is requested by NRF were performed for or on the behalf of the Committee. 9. NRF has received no promises of payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by the Application. There is no agreement or understanding between NRF and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these cases. 10. The fees charged by NRF in these cases are billed in accordance with NRF’s normal hourly rates and procedures in effect during the Compensation Period, and in accordance with the Retention Order. NRF’s fees are reasonable based on the customary compensation charged by comparably skilled practitioners in comparable non-bankruptcy cases in a competitive national legal market. B. Summary of Services and Compensation by Project Category During the Compensation Period. 11. NRF maintains computerized records of the time spent by all NRF attorneys and paraprofessionals in connection with its representation of the Committee pursuant to, and in compliance with, the Local Rules and the Department of Justice Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the “Guidelines”). 12. NRF’s itemized records detailing expenses incurred on behalf of the Committee during the Compensation Period and NRF’s itemized time records for professionals and

8

paraprofessionals performing services for the Committee during the Compensation Period have been attached as Exhibit C. All itemized expenses comply with the requirements of the Local Rules and Guidelines. 13. The professional services performed by NRF during the Compensation Period were necessary and appropriate for the Committee to discharge its fiduciary duties in connection with the Chapter 11 Cases. These services were rendered in the best interests of the Committee and other parties in interest. The compensation requested is commensurate with the complexity and nature of the issues and tasks involved. 14. The following paragraphs constitute a summary of the significant professional services rendered by NRF during the Compensation Period. This summary is organized in accordance with the internal system of task codes set up by NRF at the outset of the Chapter 11 Cases. If a task code does not appear below, then NRF did not bill significant time for that work code during the Compensation Period. Administration Task Code B100: Fees: $624.00; Total Hours: 0.80 15. This category includes, without limitation, time spent drafting, updating, and revising witness and exhibits lists to prepare for filing for related hearings; as well as administrative matters and any other matters for which there is not a specific task code. Case Administration Task Code B110: Fees: $23,698.50; Total Hours: 32.80 16. This category includes, without limitation, time spent communicating and meeting with other professionals acting on behalf of the Committee; communicating with the Court and the Court’s staff; strategy meetings with the NRF working group; drafting, updating, reviewing, and filing various case documents and pleadings, including notices, agendas, exhibit

9

and witness lists, preparing exhibits; as well as administrative matters and any other matters for which there is not a specific task code. Asset Analysis and Recovery Task Code B120: Fees: $3,108.00; Total Hours: 3.80 17. This category includes, without limitation, time spent analyzing and working on matters related to encumbered and unencumbered assets of the Debtors; analysis and discussions regarding diligence and discovery relating to the potential sale of substantially all of the Debtors’ assets and review and analysis of potential additional assets belonging to the Debtors’ estates, including potential recovery actions, potential causes of action and other litigation, as well as non-litigation means of recovering assets. Asset Disposition Task Code B130: Fees: $1,560.00; Total Hours: 2.00 18. This category includes, without limitation, time spent reviewing and communicating with other professionals on behalf of the Committee in relation to disposing of potential assets belonging to the Debtors’ estates. Relief from Stay and Adequate Protection Proceedings Task Code B140: Fees: $1,936.50; Total Hours: 2.80 19. This category includes, without limitation, time spent communicating and meeting with the Debtors and their professionals and analysis of issues related to violation of or requests for relief from the automatic stay. Meetings of and Communications with Creditors Task Code B150: Fees: $9,827.50; Total Hours: 13.00 20. This category relates to Committee matters, meetings, and conference calls with the Committee as a whole, with individual Committee members, and with the Committee’s

10

financial advisor Dundon Advisers, LLC, and in relation to written communications with the Committee. Fee/Employment Applications Task Code B160: Fees: $20,992.50; Total Hours: 35.70 21. This category includes, without limitation, time spent reviewing and communicating with parties in interest regarding employment applications and fee applications for any and all professionals. Assumption/Rejection of Leases and Contracts Task Code B185: Fees: $1,906.00; Total Hours: 2.70 22. This category includes, without limitation, time spent reviewing and evaluating the Debtors’ rights and obligations under unexpired leases and executory contracts. Other Contested Matters Task Code B190: Fees: $7,644.00; Total Hours: 9.80 23. This category includes, without limitation, time spent drafting substantive pleadings not specifically covered by other task codes, preparing argument on substantive issues not specifically covered by other task codes, negotiating with counterparties regarding contested matters not specifically covered by other task codes, and analysis and strategy meetings related to contested matters not specifically covered by other task codes. Business Operations Task Code B210: Fees: $2,028.00; Total Hours: 2.60 24. This category includes, without limitation, time spent reviewing the Debtors’ operations, including outstanding information requests and action items.

11

Financing and Cash Collateral Task Code B230: Fees: $9,659.00; Total Hours: 12.80 25. This category includes, without limitation, time spent negotiating the DIP, communications with any and all parties in interest and the Court regarding the DIP, preparing arguments for DIP-related hearings, and attending DIP-related hearings. Claims Administration and Objections Task Code B310: Fees: $390.00; Total Hours: 0.50 26. This category includes analysis of various issues related to claims and objections thereto and communications with the Debtors and other professionals regarding such claims and objections, including review and analysis of the Debtors’ disputed claim procedures. Plan and Disclosure Statement (Including Business Plan) Task Code B320: Fees: $19,085.00; Total Hours: 24.50 27. This category includes, without limitation, time spent meeting with the Debtors’ regarding the Plan (and any amendment, modifications, and supplements thereto) and the Amended Joint Disclosure Statement for Amended Joint Plan of Reorganization for Studio Movie Grill Holdings, LLC and Jointly Administered Debtors [Dkt. No. 616] (as amended, modified, and supplemented, the “Disclosure Statement”); negotiating, preparing, revising, and drafting pleadings related to each version of the Plan and Disclosure Statement; and preparing for and attending hearings on each version of the Plan and Disclosure Statement. General Bankruptcy Advice Task Code B410: Fees: $17,496.00; Total Hours: 16.20 28. This category includes, without limitation, time spent giving general bankruptcy advice, including advice related to the service of the subpoenas issued on behalf of the Committee.

12

29. The foregoing professional services performed by NRF were required in order for the Committee to discharge its duties under the Bankruptcy Code. NRF’s requested compensation for the foregoing services is commensurate with the complexity, importance, and nature of the problems, issues, or tasks involved. The professional services were performed in an efficient manner, and without duplication of work performed by the Committee’s other advisors. Itemized time records of NRF professionals and paraprofessionals during the Compensation Period by task code are attached hereto as Exhibit D. C. Actual and Necessary Disbursements. 30. Section 330 of the Bankruptcy Code authorizes “reimbursement for actual, necessary expenses” incurred by professionals employed in a chapter 11 case. Accordingly, NRF requests allowance of actual and necessary expenses incurred during the Compensation Period in the amount of $400.74. NRF’s itemized record detailing expenses incurred on behalf of the Committee during the Compensation Period are attached as Exhibit C hereto. 31. NRF’s disbursement policies require the pass through of all out-of-pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine. For example, with respect to black and white duplication charges, NRF charged $0.15 per page because the actual cost is difficult to determine. Other reimbursable expenses (whether the service is performed by NRF in house or through a third-party vendor) include, but are not limited to, messenger service fees, process server fees, transcript fees, and court/filing fees. 32. Seven professionals are included in the disclosures for the Compensation Period. Of those seven professionals, four billed fewer than fifteen (15) hours during the Compensation Period. These services were necessary and appropriate to address the specific needs of the Committee.

13

D. Statement of NRF. 33. Pursuant to section C.5 of the Guidelines, NRF makes the following statements: A. Did you agree to any variations from, or alternatives to, your standard customary billing rates, fees or terms for services pertaining to this engagement that were provided during the application period? If so, please explain. No, NRF did not agree to any variations from, or alternatives to, its standard customary billing arrangements for this engagement. B. If the fees sought in the Application as compared to the fees budgeted for the time period covered by the Application are higher by 10% or more, did you discuss the reasons for the variation with the client? Pursuant to the Final Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain PostPetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, and (III) Granted Related Relief [Dkt. No. 280] (the “DIP Order”), the aggregated budgeted fees for Committee Professionals are subject to the Carve-Out and Budget described in the DIP Order. The fees sought by NRF comply with the amount allotted in the Budget. C. Have any of the professionals included in the Application varied their hourly rate based on the geographic location of the bankruptcy case? No, none of the professionals included in the Application varied their hourly rate based on the geographic location of the bankruptcy cases. D. Does the Application include time or fees related to reviewing, or revising invoices? (This is limited to work involved in preparing and editing billing records that would not be compensable outside of bankruptcy and does not include reasonable fees for preparing a fee application.) If so, please quantify hours and fees. No, the Application does not include time and fees related to reviewing or revising time records or preparing, reviewing, or revising invoices that would not be compensable outside of bankruptcy. Only reasonable fees related to the preparation of NRF’s budget and staffing plan have been included in the

14

Application. The only reviewing of invoices and time records included in the Application is that time spent reviewing for privilege issues. E. Does the Application include time or fees for reviewing time records to redact any privileged or other confidential information? If so, please quantify by hours and fees. No, the Application does not include time to redact privileged and confidential information. F. If the Application includes any rate increases since retention: (i) Did your client review and approve those rate increases in advance? (ii) Did your client agree when retaining the law firm to accept all future rate increases? If not, did you inform your client that they need not agree to modified rates or terms in order to have you continue the representation, consistent with ABA Formal Ethics Opinion 11–458? No, the Application does not include a rate increase. III. ARGUMENTS AND AUTHORITIES A. The Compensation and Out-of-Pocket Expenses Sought by NRF are Actual, Necessary, and Reasonable Under the Standards Established in the Bankruptcy Code and in the Fifth Circuit and Should be Allowed. 34. Under section 330(a) of the Bankruptcy Code, the Court may award a retained professional “reasonable compensation for actual, necessary services” and “reimbursement for actual, necessary expenses.” 11 U.S.C. § 330(a). Factors to be considered in determining whether attorney’s fee awards in bankruptcy cases are reasonable, under section 330(a) of the Bankruptcy Code, include: [T]he nature, the extent, and the value of such services taking into account all relevant factors, including—(a) the time spent; (b) the rates charged; (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, the case; (d) whether the services were performed within a reasonable time, given the complexity, importance, and nature of the problem, issue, or task; (e) whether the professional person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (f) whether the compensation is reasonable based on

15

the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. § 330(a)(3). 35. The Fifth Circuit evaluates whether an award for attorneys’ fees is reasonable pursuant to a “lodestar” analysis under factors provided in Johnson v. Ga. Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) (establishing what is commonly known as the “Johnson factors” for the determination of the reasonableness of an award for attorneys’ fees in civil rights cases); see also Am. Benefit Life Ins. Co. v. Baddock (In re Am. Benefit Life Ins. Co.), 544 F.2d 1291, 1298-99 (5th Cir.), cert. denied, 431 U.S. 904 (1977) (extending the Johnson factor analysis into the bankruptcy context under the Bankruptcy Act). The Johnson factors are: (1) the time and labor required; (2) the novelty and difficulty of the questions; (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorney due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the “undesirability” of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. Id. at 717-18. 36. The lodestar fee is equal to the number of hours reasonably expended multiplied by a reasonable hourly rate. Rutherford v. Harris County, Tex., 197 F.3d 173, 192 (5th Cir. 1999). The lodestar is then adjusted to reflect the special circumstances of the case and the Johnson factors. McClain v. Lufkin Indus., 519 F.3d 264, 268 (5th Cir. 2008) (citing Johnson, 488 F.2d at 714); In re Cahill, 428 F.3d 536, 539-40 (5th Cir. 2005) (applying the Johnson factors in the bankruptcy context under the Code); Transamerican Natural Gas Corp. v. Zapata P’ship, Ltd. (In re Fender), 12 F.3d 480, 487 (5th Cir. 1994); In re First Colonial, 544 F.2d at

16

1298-99; Johnson, 488 F.2d at 714; In re Mirant Corp., 354 B.R. 113, 126, n. 28 (Bankr. N.D. Tex. 2006), aff’d sub nom. Smith v. Mirant Corp. (In re Mirant Corp.), 308 F. App’x 824 (5th Cir. 2009). 37. In determining if fees are reasonable and necessary, courts must look at the application in light of the work the representation required. In re Buffets, LLC, et al., No. 16-50557 (Bankr. W.D. Tex. filed Sept. 18, 2017) ECF No. 2826. For example, it is reasonable that more than one professional may bill for reviewing the same complicated pleading especially where fees are reactionary: counsel is forced to rework original proposals, continuously negotiating with multiple sets of attorneys, and responding to expedited motions at the drop of a hat. Id. 38. The sum of $128,832.00 in professional fees is reasonable compensation for the professional services rendered by NRF based on a lodestar analysis and the standard first set forth in Johnson, 488 F.2d at 717-19, made applicable to bankruptcy cases in First Colonial, and as further explained in In re Cahill and In re Fender. 39. As described below, NRF’s fees and expenses incurred during the Compensation Period satisfy applicable Fifth Circuit precedent, including the Johnson factors, and section 330 of the Bankruptcy Code, and therefore should be allowed in their entirety. B. NRF’s Application Satisfies the Johnson Factors. 1) Time and Labor Required 40. NRF billed a total of 164.40 hours from November 18, 2020 through April 15, 2021 in connection with its engagement as local counsel to the Committee in the Chapter 11 Cases. All of the time expended was necessary and appropriate to the representation of the Committee in these complex and time-sensitive Chapter 11 Cases.

17

2) Novelty and Difficulty of Questions Involved 41. NRF additionally submits that the time it spent in connection with the matters and issues addressed in each category was commensurate with the novelty and difficulty of the issues presented. Specifically, there was contentious litigation between the Debtors and the Committee regarding several matters including, but not limited to: (i) Debtors’ Motion for Entry of order (I) Suspending and Extending Time for Performance of Obligations Arising Under Unexpired Real Property Leases, and (II) Establishing Temporary Case Administration procedures; and (III) Granting Related Relief [Dkt. No. 11]; (ii) Debtors’ Emergency Motion for Entry of Interim and Final orders Pursuant to 11 U.S.C. . §§ 105, 361, 362, 363, and 364 (I) Authorizing Debtors’ to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief [Dkt. No. 15]; and the Plan. 3) Skill Requisite to Perform Services Properly 42. The Chapter 11 Cases required the services of skilled professionals with expertise in large, complex chapter 11 cases. NRF utilized professionals with the level of seniority and experience appropriate in relation to the complexity and requirements of the task performed, without unnecessary duplication of efforts. 4) Preclusion of Other Employment 43. Given the size and depth of NRF’s restructuring practice, NRF’s representation of the Committee has not precluded it from accepting other engagements. 5) Fee Customarily Charged 44. NRF seeks allowance of professional fees based on hourly rates that are consistent with rates charged by NRF to its other clients. The hourly rates charged by NRF are within the

18

range of those customarily charged by professionals having comparable skills and expertise in similar matters. 6) Whether the Fee is Fixed or Contingent 45. NRF’s fees are fixed according to the time spent on behalf of the Committee and NRF’s prevailing hourly rates. NRF’s compensation is contingent on the availability of sufficient assets and funds in the estate to pay such fees, and on allowance of such fees by the Court. 7) Time Limitation Imposed by Client or Circumstances 46. Due to the nature of the Chapter 11 Cases, NRF worked diligently to attend to many issues in a compressed time period. The tremendous efforts of NRF’s attorneys and paraprofessionals in completing this work on an expedited basis ultimately inured to the benefit of the Debtors’ unsecured creditors. 8) Results Obtained 47. NRF submits that the amount of compensation and out-of-pocket expenses requested in the Application are both reasonable and appropriate, particularly in light of the culmination of all of the parties’ steadfast efforts - a consensual confirmation of the Plan. 9) Experience, Reputation, and Ability of Professional 48. NRF has been involved in complex major chapter 11 cases both nationally and in Texas. As a result of this experience, NRF brings to the Chapter 11 Cases a high level of expertise in the areas of bankruptcy, corporate reorganization, corporate, banking and finance, and bankruptcy litigation that has inured to the benefit of the Debtors’ unsecured creditors. NRF’s experience in reorganization matters have substantially contributed to the efficient and effective representation of the Committee in the Chapter 11 Cases.

19

10) Undesirability of Case 49. NRF’s representation of the Committee is not, and has not been, undesirable. However, NRF has had to draw from significant firm resources as counsel to the Committee, without any certainty as to compensation or reimbursement. 11) Nature and Length of Professional Relationship with Client 50. NRF has acted as counsel to the Committee since November 18, 2020, and rendered services to the Committee continuously from that date to April 15, 2021. 12) Awards in Similar Cases 51. NRF believes that the amounts requested for approval and allowance are consistent with fees charged by comparably skilled professionals for similar services in other large and complicated chapter 11 cases. See In re Trivascular Sales LLC, et al., No. 20-31840 (Bankr. N.D. Tex 2020) ECF No. 468; In re ADPT DFW Holdings LLC, et al., No. 17-31432 (Bankr. N.D. Tex. 2017) ECF No. 1010; In re 4 West Holdings, Inc., et al., No. 18-30777 (Bankr. N.D. Tex. 2019) ECF No. 1416. C. Required Certification Included with the Application. 52. Pursuant to the Local Rules, attached hereto as Exhibit A, and incorporated herein by reference, is the Declaration of Ryan E. Manns, certifying that the Application complies with the Local Rules. IV. CONCLUSION WHEREFORE, NRF respectfully requests that the Court grant the Application and enter an order, substantially in the same form as Exhibit B attached to the Application, (i) approving on a final basis allowance of compensation for professional services rendered to the Committee during in the amount of $128,832.00 and for expenses incurred by NRF in the amount of

20

$400.74 for a sum total of $129,232.74; and (ii) granting NRF such other and further relief as is just and proper, at law or in equity. [Remainder of the Page Intentionally Left Blank.]

21

Dated: June 1, 2021 Respectfully submitted, Dallas, Texas NORTON ROSE FULBRIGHT US LLP By: /s/ Ryan E. Manns Kristian W. Gluck (SBT 24038921) Ryan E. Manns (SBT 24041391) Laura L. Smith (SBT 24066039) 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Tel: (214) 855-8000 Facsimile: (214) 855-8200 kristian.gluck@nortonrosefulbright.com ryan.manns@nortonrosefulbright.com laura.smith@nortonrosefulbright.com Local Counsel to the Official Committee of Unsecured Creditors Certificate of Service I certify that on June 1, 2021, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern District of Texas. /s/ Ryan E. Manns Ryan E. Manns

22