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Full title: Application to employ Bassford Remele, P.A. as Counsel to the Official Committee of Unsecured Creditors filed by Official Committee of Unsecured Creditors. Supporting affidavit or verified statement of professional person, Proof of service, Proposed order. (Klobucar, Jeffrey) (Entered: 01/26/2021)

Document posted on Jan 25, 2021 in the bankruptcy, 16 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Committee of Unsecured Creditors (the “Committee”) of the bankruptcy estate of Tea Olive I, LLC d/b/a Stock+Field files this application (“Application”) for entry of an order, under 11 U.S.C. §§ 328 and 1103, authorizing the Committee to retain and employ the law firm of Bassford Remele, P.A., (“Bassford”), as its bankruptcy co-counsel in all matters pertaining to the above-referenced Chapter 11 bankruptcy case, from January 21, 2019, nunc pro tunc.Accordingly, the Committee respectfully requests entry of an Order pursuant to 11 U.S.C. §§ 1103(a) and 328 and Local Rules 2014-1 and 9013-1 authorizing the Committee to retain and employ Bassford as its attorneys to perform for the Committee all necessary legal services, including but not limited to: a) advising the Committee with respect to its rights, duties, and powers in this Chapter 11 case; b) assisting and advising the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; c) assisting the Committee in analyzing the claims of the Debtor’s creditors and the Debtor’s capital structure and in negotiating with holders of claims and equity interests; d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor’s business; e) assisting the Committee in its investigation of the liens and claims of the holders of the Debtor’s pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; f) assisting the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in this Chapter 11 case; h) representing the Committee at hearings and other proceedings; 3 i) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; k) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. APPLICATION TO EMPLOY BASSFORD REMELE, P.A. AS COUNSEL FOR THE COMMITTEE OF UNSECURED CREDITORS TO: The entities listed in Local Rule 2014-1. The Committee of Unsecured Creditors (the “Committee”) of the bankruptcy estate of Tea Olive I, LLC d/b/a Stock+Field files this application (“Application”) for entry of an order, under 11 U.S.C. §§ 328 and 1103, authorizing the Committee to retain and employ the law firm of Bassford Remele, P.A., (“Bassford”), as its bankruptcy co-counsel in all matters pertaining to the above-referenced Chapter 11 bankruptcy case, from January 21, 2019, nunc pro tunc. In support of this Application, the Committee relies on the attached Verified Statement of Jeffrey D. Klobucar, Esq. (“Klobucar Verified Statement”). In addition, the Committee respectfully states as follows: 1. Jurisdiction. The Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rule 1070-1. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 2. Debtor. The Chapter 11 Debtor in this case is Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”), and the Debtor’s case is being administered under case number 21-30037 (WJF)(the “Case”).

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3. The petition commencing this Chapter 11 case was filed on January 10, 2021 (the “Petition Date”), and is now pending in this Court. 4. Committee. On January 13, 2021, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors [ECF #37]. On January 19, 2021, the U.S. Trustee filed an amended appointment, adding additional members to the Committee [ECF #59]. The Committee members include: (i) Cam2 International, (ii) MWI Veterinary Supply, (iii) Needleart World, LLC, (iv) Under Armour, Inc., (v) STORE Master Funding XV, LLC and STORE Master Funding XVI, LLC, (vi) Valassis Communications, Inc., and (vii) True Media, LLC. As of the date of this Application, Chantel Lambert is the Committee Chair. 5. Selection of Counsel. On January 21, 2020, the Committee selected Bassford to serve as its co-counsel in this case with the law firm of Heller, Draper & Horn, L.L.C. (“Heller Draper”). Bassford will serve as local Minnesota counsel to Heller Draper. The Committee believes that Bassford possesses knowledge and skill in the areas of law relevant to this Chapter 11 case, and that Bassford is qualified to represent the Committee’s interests in this matter. 6. Qualifications of Counsel. Bassford and its professionals have represented numerous creditors in all manner of bankruptcy cases in this jurisdiction, including creditor committees. Bassford currently represents the unsecured creditors’ committee in the case of In re: Tiger Oak Media, Incorporated (Bky. Case. No. 19-43029 (MER)) and the unsecured creditors’ committee in the case of In re: Rancher’s Legacy Meat Company (Bky. Case. No. 19-32928 (MER)). Bassford recently represented the unsecured creditors’ committee in the jointly administered case of In re: Granite City Food and Brewery Ltd. (Bky. Case No. 19-43756 (WJF)) and In re: Millerbernd Systems, Inc. (Bky. Case. No. 18-41286 (MER)). In addition, Bassford also represented creditors and parties in interest in numerous bankruptcy cases in Minnesota, including, 2

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without limitation, In re: Archdiocese of St. Paul and Minneapolis (Bky. Case. No. 15-30125 (RJK); In re: Gander Mountain Company (Bky. Case. No. 17-30673 (MER); and In re: WYNIT Distribution, LLC (Bky. Case No. 17-04135 (KHS). Bassford also has a multifaceted practice, with attorneys skilled in all areas of commercial litigation. 7. Services of Counsel. By this Application, the Committee seeks to employ Bassford as its co-counsel in this case. Accordingly, the Committee respectfully requests entry of an Order pursuant to 11 U.S.C. §§ 1103(a) and 328 and Local Rules 2014-1 and 9013-1 authorizing the Committee to retain and employ Bassford as its attorneys to perform for the Committee all necessary legal services, including but not limited to: a) advising the Committee with respect to its rights, duties, and powers in this Chapter 11 case; b) assisting and advising the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; c) assisting the Committee in analyzing the claims of the Debtor’s creditors and the Debtor’s capital structure and in negotiating with holders of claims and equity interests; d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor’s business; e) assisting the Committee in its investigation of the liens and claims of the holders of the Debtor’s pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; f) assisting the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in this Chapter 11 case; h) representing the Committee at hearings and other proceedings; 3

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i) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; k) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. 8. By separate application, the Committee is seeking approval to employ Heller Draper to serve as its co-counsel in this Chapter 11 case. The Committee believes that Bassford and Heller Draper will allocate their delivery of services to the Committee so as to avoid any unnecessary duplication of services. Moreover, the Committee believes that the efficient allocation of responsibility for legal matters in this Chapter 11 case between Bassford and Heller Draper will reduce the cost of monitoring these proceedings, as well as the time and expense associated with travel by Heller Draper with respect to matters that can be handled by Bassford as Minnesota-based counsel. It is the carefully considered view of the Committee that, considering the size and complexity of this case and the various interests involved, representation of the Committee by Bassford and Heller Draper is necessary and in the best interests of the Committee. 9. Fees. Bassford will be compensated at its standard hourly rates for engagements of this nature. These fees are based upon, among other things, the experience and expertise of the attorney or legal assistant involved. Bassford’s current standard hourly rates are: Partners: $350-900; Associates (generally less than 6 years of experience): $300-400; and Paralegals: $175-200. In this case, Bassford has agreed to hourly rates of $435 for partners; $375 for associates; and $200 for paralegals, subject to adjustments approved by the Court. 4

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a) Reasonableness of Fees. The fees charged by Bassford are competitive with the fees charged by firms of similar size, level of expertise, and experience. The fees and costs charged by Bassford are consistent with the fees and costs charged to other, similar clients of Bassford on similar matters. b) Changes to the Fee Structure. Bassford’s hourly rates are subject to periodic adjustments, which occur annually on or about January 1, to reflect economic and other conditions, including changes in the legal market and the increased sophistication and effectiveness of a given professional. 10. Costs. It is Bassford’s policy, in all areas of practice, to charge clients for certain expenses incurred in connection with the client’s case. The Committee requests that all fees and related expenses incurred on account of services rendered by Bassford in these cases be paid as administrative expenses of the Debtor’s estate pursuant to 11 U.S.C. §§ 328, 330(a), 331, 503(b) and 507(a)(1). The expenses to be charged by Bassford include, among other things, photocopying, messenger service, computerized research, and express delivery. Bassford will charge for these expenses in a manner and at a rate consistent with charges made generally to Bassford’s other clients, and consistent with the United States Trustee’s Guidelines and Local Bankruptcy Rules. 11. Compensation Subject to Court’s Approval. As indicated in the Klobucar Verified Statement, Bassford acknowledges that all compensation is subject to court approval upon notice to the United States Trustee and interested parties and a hearing. 12. Interim Compensation. The Committee proposes that Bassford be authorized to file fee applications every 30 days to be heard on 30-day intervals from the filing date. The Committee and Bassford acknowledge that, if any fees or costs distributed to Bassford or other professionals are subsequently disallowed, the professionals must agree that such fees and costs are subject to disgorgement, and the professionals must assure their ability and willingness to disgorge the same. 5

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13. Final Compensation. At the conclusion of this Chapter 11 case, Bassford will file an appropriate application seeking final allowance of its fees and costs, regardless of whether interim compensation has been paid to Bassford. Upon allowance of such fees and costs, the Debtor’s estate will pay to Bassford the difference between the amounts allowed to Bassford and any interim compensation already distributed to Bassford. 14. Possible Disgorgement. Bassford understands and agrees that, if aggregate interim payments made to Bassford exceed the amount that is ultimately allowed to Bassford, Bassford will be required to, and will, promptly repay the entire difference to the Debtor’s estate. 15. Retroactive Approval. The Committee is requesting that this Application be approved retroactively to January 21, 2020 – the date the Committee selected Bassford as its Minnesota co-counsel. In accordance with Bankruptcy Rule 6003, the Committee does not seek entry of an order authorizing the retention of Bassford within twenty-one (21) days of the Petition Date. However, the Committee notes that courts within this Circuit have granted such applications retroactive relief when such relief is appropriate. See e.g., Lavender v. Wood Law Firm, 785 F.2d 247 (8th Cir. 1990); In re Offield, 128 B.R. 548, 550 (Bankr. W.D. Mo. 1991); In re Grimes, 115 B.R. 639, 642 (Bankr. D. S.D. 1990). Here, the Application is being submitted within seven business days of the Committee’s selection of Bassford as its counsel. The Committee maintains that retroactive approval of Bassford’s retention is appropriate under the circumstances because of: (1) the short duration of time between the retention of Bassford and the filing of this Application; and (2) the need for Bassford’s services immediately upon its retention by the Committee. As such, retroactive relief is appropriate under the circumstances. 16. Bassford Is Not a Creditor. Bassford does not hold or assert a pre-petition claim against the Debtor, and Bassford is not otherwise a creditor of the Debtor. 6

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17. Disinterestedness. To the best of the Committee’s and Bassford’s knowledge, information, and belief, and except as set forth in the Klobucar Verified Statement, Bassford does not represent any interest adverse to the Debtor’s estate or its creditors in connection with this Chapter 11 case, and Bassford is disinterested within the meaning of 11 U.S.C. §§ 327(a), 328 and 1103(b) and Bankruptcy Rule 2014. Bassford attorneys do not have any connection with the Debtor, its estate, or any other party in interest, their representative attorneys and accountants, the United States Trustee for Region 12, or any person employed in the Office of the United States Trustee for Region 12 (except as disclosed in the Klobucar Verified Statement). 18. Disclosures. Bassford makes the following disclosures in connection with the Application: a) Bassford may represent certain creditors of the Debtor’s estate in matters wholly unrelated to the Debtor or the Chapter 11 case as set forth in the Klobucar Verified Statement or otherwise. Bassford is in the process of reviewing the entities on the service matrix filed by the Debtor as the schedules are yet unfiled. b) To the extent Bassford identifies any additional relationships, Bassford will file supplemental declarations to disclose any prior or existing relationships. 19. Continuing Duty to Disclose. Bassford has assessed, and will continue to monitor and assess, all of its client relationships to ensure that Bassford is, and remains, disinterested. In addition, Bassford will disclose on an ongoing basis any relationship that may reflect upon its disinterestedness. 20. No Fee Sharing. In accordance with Bankruptcy Rule 2016(b), Bassford has not shared, or agreed to share, any compensation received in connection with these cases with other entities. 21. Notice. Pursuant to Local Rule 2014-1(a), notice of this Application has been provided by electronic transmission or first class mail to: (a) the Office of the U.S. Trustee for the 7

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. VERIFIED STATEMENT OF JEFFREY D. KLOBUCAR IN SUPPORT OF APPLICATION TO EMPLOY BASSFORD REMELE, P.A. AS COUNSEL FOR THE COMMITTEE OF UNSECURED CREDITORS I , Jeffrey D. Klobucar, make the following verified statement in support of the Application by The Committee of Unsecured Creditors to Employ Bassford Remele, P.A. as its legal counsel effective January 21, 2021 (the “Application”): 1. I am a shareholder with the law firm of Bassford Remele, P.A. (“Bassford”), and am authorized to practice before the state and federal courts of the State of Minnesota. 2. This Statement is submitted in support of the Application to advise and represent the Committee with respect to the Debtor’s bankruptcy case on matters including, but not limited to, the following: a) advising the Committee with respect to its rights, duties, and powers in this Chapter 11 case; b) assisting and advising the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; c) assisting the Committee in analyzing the claims of the Debtor’s creditors and the Debtor’s capital structure and in negotiating with holders of claims and equity interests; d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor’s business;

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e) assisting the Committee in its investigation of the liens and claims of the holders of the Debtor’s pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; f) assisting the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters in this Chapter 11 case; h) representing the Committee at hearings and other proceedings; i) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; j) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; k) preparing, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. 3. Bassford performed a conflict check regarding the list of creditors furnished by the Debtor. To the best of my knowledge, Bassford represents the following creditors in this case, with respect to matters wholly unrelated to this matter:  Century Link  Red Wing Shoes Each of these entities is expected to waive any potential conflict to Bassford’s representation of the Committee in this case. In the event of a dispute with any of these parties, Bassford will not 2

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represent either party and the Committee may rely wholly on Heller Draper in that respect. Bassford further agrees not to represent any other entity in connection with this case while employed by the Committee. 4. Bassford and certain of its attorneys have represented some of the other creditors of the Debtor in matters wholly unrelated to the Debtor and this case. In each such instance, Bassford’s representation has concluded such that the former representation does not represent a current conflict. 5. Bassford is frequently involved in bankruptcy matters and as such, is often aligned with or adverse to the Office of the U.S. Trustee and related attorneys. Bassford is also often adverse to or aligned with other law firms and the interests of their clients, or accountants and the interests of their clients. 6. Bassford does not believe that any of the relationships set forth in ¶¶ 3-5 herein represent actual conflicts, but may be “connections” or potential conflicts and are thus, disclosed. The Committee has been or will be advised of any such conflicts as they arise and is expected to waive any such conflicts. 7. To the best of my knowledge, no member of Bassford is a creditor, equity security holder, or an insider of the Debtor. 8. To the best of my knowledge, no member of Bassford is or was, within two years before the date of the filing of the petition, a director, officer, or employee of the Debtor. 9. To the best of my knowledge, Bassford does not hold or represent an interest materially adverse to the Debtor, the estate, or any class of creditors or equity security holders. 10. Based on the above-referenced conflict check, and to the best of my knowledge, neither I nor Bassford has represented or had any connection with the Debtor, its creditors, or any 3

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other party in interest (except as set forth above in ¶¶ 3-5), its accountants, the United States Trustee, or any other person employed in the office of the United States Trustee within the meaning of Bankruptcy Rule 2014. 11. To the extent any additional connections are revealed through further investigation, Bassford will file supplemental declarations to disclose any such relationships. 12. Compensation to Bassford will be based on the current agreed hourly rates of the attorneys representing the Committee, plus reimbursement of actual, necessary expenses. The hourly rates of the professionals expected to provide services to the Applicant are as follows: Name Rate Jeffrey D. Klobucar (Shareholder) $435 Patrick D. Newman (Shareholder) $435 Any additional Bassford attorneys providing services will do so at their stated rate. 13. The fees charged by Bassford are competitive with the fees charged by firms of similar size, level of expertise, and experience. The fees and costs charged by Bassford are consistent with the fees and costs charged to other clients of Bassford on similar matters. Bassford’s hourly rates are subject to periodic adjustments in the ordinary course of practice. Such adjustments are generally made on an annual basis on January 1 of each year, and are based upon economic and other conditions, including changes in the legal market and the increased sophistication and effectiveness of a given professional. 14. Bassford will be billing only for the legal services it actually performs in connection with this matter. Bassford will maintain time and expense records which will be submitted to the Court for review and approval as permitted pursuant to Rule 2016(d). 4

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15. Bassford requests that its fee applications in this case be heard on approximately 30-day periodic intervals with other professionals in this case and that the Debtor be authorized to pay Bassford’s invoices with available funds upon court approval of such applications. 16. Bassford will not share with any other person or entity any compensation for services provided to the Applicant. I declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information, and belief. Dated: January 26, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (MN #0389368) 5

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. DECLARATION FOR PROOF OF SERVICE I, Jeffrey D. Klobucar, an attorney licensed to practice law in this Court, with an office address of 100 South Fifth Street, Suite 1500, Minneapolis, MN 55402, declare that on January 26, 2021, I caused the following documents: - Application to Employ Bassford Remele, P.A. as Counsel for the Committee of Unsecured Creditors; - Verified Statement of Jeffrey D. Klobucar in Support; - Declaration for Proof of Service; and - Proposed Order to be served and filed electronically with the Clerk of the Bankruptcy Court through ECF, and that ECF will send an e-notice of the electronic filing to all parties registered to receive electronic service, which includes all parties required to receive notice pursuant to Local Rule 2014-1. And I declare, under penalty of perjury, that the foregoing is true and correct. Dated: January 26, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (MN #0389368)

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. [PROPOSED] ORDER APPROVING APPLICATION TO EMPLOY BASSFORD REMELE, P.A. AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS This matter came before the Court on the Application of the Committee of Unsecured Creditors for the bankruptcy case of Tea Olive I, LLC d/b/a Stock+Field (the “Committee”) to employ Bassford Remele, P.A. as counsel, effective as of January 21, 2021. Upon consideration of the application; the Klobucar Verified Statement submitted in support of the Application; and the record, IT IS HEREBY ORDERED: 1. The application is APPROVED; 2. Pursuant to 11 U.S.C. §§ 328(a) and 1103, the Committee is authorized to employ and to retain Bassford Remele, P.A., to serve as its counsel in the above-captioned case, effective retroactively as of January 21, 2021, nunc pro tunc, and pursuant to the terms set forth in the Application; and 3. Bassford Remele, P.A. shall be compensated in accordance with the procedures set forth in 11 U.S.C. §§ 328, 330, and 331 of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, the U.S. Trustee guidelines, and any Order

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entered by this Court with respect to compensation of professionals, including that fee applications by Bassford Remele, P.A. may be heard on intervals of no less than every 30 days. Dated: _______________ _______________________________ William J. Fisher United States Bankruptcy Court Judge 2