HTML Document View

Full title: First Interim Application for Compensation and Reimbursement of Expenses for Mintz Levin Cohn Ferris Glovsky and Popeo P.C., Debtor's Attorney, Period: 7/14/2020 to 1/31/2021, Fee: $1,185,207.60, Expenses: $12,571.37. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Exhibit F # 7 Exhibit G # 8 Exhibit H # 9 Exhibit I # 10 Exhibit J # 11 Exhibit K # 12 Exhibit L # 13 Exhibit M # 14 Exhibit N) (Ricotta, Paul) (Entered: 03/04/2021)

Document posted on Mar 3, 2021 in the bankruptcy, 19 pages and 2 tables.

List of Tables

Page 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------x : In re : Chapter 11 : TPS Oldco, LLC, et al., : Case No. 20-40743 (CJP) : Debtors.1 : (Jointly Administered) : ------------------------------------------------------------x SUMMARY SHEET FOR FIRST INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES BY MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C., COUNSEL TO THE DEBTORS
Table 1 on page 1. Back to List of Tables
General Information None
Name of Applicant Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
Authorized to Provide Professional
Services as:
Counsel to Debtors
Petition Date: July 14, 2020
Date of Retention: August 11, 2020, nunc pro tunc to July 14,
2020
Date of Prior Applications: N/A
Summary of Fees and Expenses Requested for Application Period None
Period for Which Compensation and
Reimbursement is Sought:
July 14, 2020 through and including January
31, 2021
Total Amount of Fees Requested: $1,185,207.60
Total Amount of Expenses Requested: $12,571.37
Total Fees and Expenses Requested for
Application Period:
$1,197,778.97
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is c/o G2 Capital Advisors LLC | 420 Boylston Street, Suite 302 | Boston MA 02116 | Attention: Don Van der Wiel, Managing Director.

Page 2

Table 1 on page 2. Back to List of Tables
Total Fees and Expenses Allowed Pursuant to Prior Applications None
Total Fees Sought for Application Period
Previously Paid Pursuant to Interim
Compensation Order:
$1,068,706.51
Total Expenses Sought for Application
Period Previously Paid Pursuant to
Interim Compensation Order:
$12,571.37
Total Fees and Expenses Sought for
Application Period Previously Paid
Pursuant to Interim Compensation Order:
$1,081,277.88
Total Fees and Expenses Sought for this
Application Period Not Yet Paid:
$116,501.09
This is a(n): ______ monthly __X____ interim _____ final application

Page 3

SUMMARY OF PRIOR MONTHLY FEE STATEMENTS PURSUANT TO MLBR 2016-1(a)(1)(F) Period Total Fees and Expenses Total Fees and Expenses Total Fees and Expenses Total Covered Incurred Requested By Monthly Fee Paid to Date Holdback Statements Fees Expenses (@ Fees Expenses (@ Fees Fees Expenses (@ 90%) 100%) (@ 90%) 100%) (@ 10%) 7/14/2020 – $830,445.20[1] $10,144.67 $747,017.71 $10,144.67 $747,017.71 $10,144.67 $83,427.49 8/31/2020 9/1/2020 – $94,857.60 $101.40 $85,371.84 $101.40 $85,371.84 $101.40 $9,485.76 9/30/2020 10/1/2020 – $41,809.60 $1,780.40 $37,628.64 $1,780.40 $37,628.64 $1,780.40 $4,180.96 10/31/2020 11/1/2020 – $74,358.40 $0.00 $66,922.56 $0.00 $66,922.56 $0.00 $7,435.84 11/30/2020 12/1/31 – $78,229.20 $93.05 $70,406.28 $93.05 $70,406.28 $93.05 $7,822.92 12/31/2020 1/1/2021 – $68,177.20 $451.85 $61,359.48 $451.85 $61,359.48 $451.85 $6,817.72 1/31/2021 SUBTOTALS $1,187,877.20 $12,571.37 $1,068,706.51 $12,571.37 $1,068,706.51 $12,571.37 $119,170.69 Voluntary ($2,609.60)[2] Reduction TOTALS $1,185,207.60 $12,571.37 $1,068,706.51 $12,571.37 $1,068,706.51 $12,571.37 $116,501.09 [1] This amount is $425.52 greater than the amount requested in the Monthly Fee Statement for the July-August time period because such additional Professional Fees were inadvertently omitted at the time of the July-August Monthly Fee Statement; thus, although a total of $830,445.20 of Professional Fees were actually incurred during the period, a lesser amount of $830,019.68 in Professional Fees were requested in the applicable Monthly Fee Statement. [2] Upon further review of counsel’s Monthly Fee Statements and its time entries, Mintz has decided to voluntarily exclude an aggregate amount of $2,609.60 of Professional Fees, which amounts have been deleted and removed for all purposes under this Fee Application.

Page 4

COMPENSATION BY EACH PROFESSIONAL JULY 14, 2020 (PETITION DATE) THROUGH AND INCLUDING JANUARY 31, 2021 The attorneys who rendered professional services in these chapter 11 cases during the Application Period are: Yearof Hourly Billing Total Billed Total Name Initials Position Department Bar Rate Hours Compensation Admission $904.00 395.70 $357,712.80 Bankruptcy and (through 12/31/20) P. Ricotta PJR Member 1983 Restructuring $948.00 45.50 $43,134.00 (as of 1/1/21) Bankruptcy and K. Walsh KJW Member 1993 $816.00 322.60 $263,241.60 Restructuring Special Employment, P. Moran PAM 1997 $716.00 0.40 $286.40 Counsel Labor & Benefits $612.00 408.90 $250,246.80 Special Bankruptcy and (through 12/31/20) K. Walsh KRW 2007 Counsel Restructuring $648.00 13.50 $8,748.00 (as of 1/1/21) Bankruptcy and E. Blythe ERB Associate 2011 $656.00 75.40 $49,462.40 Restructuring Corporate & R. Zioni RZ Member 2011 $676.00 7.30 $4,934.80 Securities $564.00 259.50 $146,358.00 Bankruptcy and (through 12/31/20) T. McKeon TJM Associate 2012 Restructuring $636.00 25.00 $15,900.00 (as of 1/1/21) C. Rosenbaum CJR Associate Real Estate 2012 $648.00 0.30 $194.40 Employment, D. Busch DMB Associate 2014 $528.00 15.00 $7,920.00 Labor & Benefits

Page 5

Corporate & T. Leykekhman TBL Associate 2016 $600.00 0.50 $300.00 Securities A. Williams AW Associate Public Finance 2016 $528.00 0.60 $316.80 Employment, E. Follansbee ENF Associate 2017 $496.00 2.00 $992.00 Labor & Benefits A. Clairmont ALC Associate Litigation 2018 $436.00 1.10 $479.60 Corporate & K. Strzelczyk KPS Associate 2018 $436.00 12.00 $5,232.00 Securities C. Prober CP Associate Litigation 2019 $396.00 22.80 $9,028.80 TOTALS 1,608.10 $1,164,488.40 The paraprofessionals and non-legal staff who rendered professional services in these chapter 11 cases during the Application Period are: Name Initials Department Hourly Billing Total Hours Billed Total Rate Compensation $296.00 64.90 $19,210.40 Bankruptcy and (through 12/31/20) J. Cannata JAC Restructuring $304.00 1.30 $395.20 (as of 1/1/21) J. Bumpous JSB Research Services $236.00 0.10 $23.60 R. Gillis RNG Research Services $236.00 3.00 $708.00 C. Pfefferle CP Research Services $236.00 0.30 $70.80 A. Vlasak AV Research Services $236.00 1.00 $236.00 S. Wright SW Managing Clerks $188.00 0.40 $75.20 TOTALS 71.00 $20,719.20

Page 6

Professionals Blended Total Hours Total Rate Billed Compensation Members $867.62 771.10 $669,023.20 Special Counsel and Associates $591.95 837.00 $495,465.20 Paraprofessionals and Other Non- $291.82 71.00 $20,719.20 Legal Staff Blended Attorney Rate $724.14 Blended Rate for all Timekeepers $705.86 TOTALS 1,679.10 $1,185,207.60 COMPENSATION BY PROJECT CATEGORY JULY 14, 2020 (PETITION DATE) THROUGH AND INCLUDING JANUARY 31, 2021Task Project Category Total Hours Billed Amount Code B110 Case Administration 414.00 $256,302.40 B130 Asset Disposition 643.60 $473,355.60 B140 Relief from Stay Proceedings 17.60 $13,986.80 B150 Meetings of Creditors 0.80 $652.80 B160 Employment Applications and 83.20 $67,020.80 Objections B170 Fee Applications and Objections 67.50 $51,774.00 B210 Business Operations 55.20 $36,389.20 B220 Employee Applications and 1.70 $1,267.20 Pensions B230 Financing 53.70 $45,443.20 B250 Landlords and Leases 227.90 $159,431.60 B310 Claims Administration and 112.90 $78,998.40 Objections B320 Plan and Disclosure Statement 1.00 $585.60 TOTALS 1,679.10 1,185,207.60 EXPENSE SUMMARY JULY 14, 2020 (PETITION DATE) THROUGH AND INCLUDING JANUARY 31, 2021Expense Category Amount Filing Fees $5,094.20 Computerized Research/Electronic Research $6,550.92 Court Reporting $566.95 Printing and Mailings $257.90 Transportation $101.40 TOTAL $12,571.37

Page 7

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------x : In re : Chapter 11 : TPS Oldco, LLC, et al., : Case No. 20-40743 (CJP) : Debtors.1 : (Jointly Administered) : ------------------------------------------------------------x FIRST INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES BY MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C., COUNSEL TO THE DEBTORS Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”) hereby submits this application (the “Application”), 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 Rules of the United States Bankruptcy Court for the District of Massachusetts (the “MLBR”), and the Order Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals [Docket No. 257] (the “Interim Compensation Order”), seeking interim allowance of compensation for professional services performed by Mintz as attorneys for TPS Oldco, LLC f/k/a The Paper Store, LLC and TPS Holdings, LLC, the debtors and debtors-in-possession in the above-captioned chapter 11 cases (together, the “Debtors”), for the period commencing July 14, 2020 (the Petition Date) through and including January 31, 2021 (the “Application Period”), and for reimbursement of its actual and necessary expenses incurred during the Application Period. In support of this Application, Mintz states as follows: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is c/o G2 Capital Advisors LLC | 420 Boylston Street, Suite 302 | Boston MA 02116 | Attention: Don Van der Wiel, Managing Director.

Page 8

JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory and legal predicates for the relief sought herein are sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, MLBR 2016-1, and the Interim Compensation Order. BACKGROUND A. The Bankruptcy Case 3. On July 14, 2020 (the “Petition Date”), each of the Debtors commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are authorized to continue operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ chapter 11 cases have been jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Bankruptcy Rules and MLBR 1015-1. On July 27, 2020, the United States Trustee appointed an Official Committee of Unsecured Creditors [Docket No. 134] (the “Committee”). 4. On September 1, 2020, the Court entered an order approving the sale of substantially all of the Debtors’ assets to TPS Group Holdings LLC (the “Buyer”). See Docket No. 367. B. The Interim Compensation Order 5. On August 10, 2020, the Court entered the Interim Compensation Order, approving the procedures by which professionals may seek payment of compensation and reimbursement of expenses. Pursuant to the Interim Compensation Order, Retained Professionals (as defined

Page 9

therein) are authorized to request interim payment of their fees and expenses by serving Monthly Fee Statements (as defined therein) on the Fee Notice Parties (as defined therein). See Interim Compensation Order, ¶ 2(a). In the absence of a timely served objection to the Monthly Fee Statement, the Interim Compensation Order authorizes the Debtors to make interim payments to Retained Professionals for 90% of their fees and 100% of their expenses. Id. at ¶¶ 2(d), (e). C. Retention of Mintz 6. On the Petition Date, the Debtors filed the Debtors’ Application for an Order Authorizing the Debtors (I) to Employ and Retain Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as Attorneys for the Debtors Pursuant to 11 U.S.C. §§ 327(a) and 329 Nunc Pro Tunc to the Petition Date, and (II) Granting Related Relief [Docket No. 24] (the “Employment Application”). 7. An order granting the Employment Application on an interim basis was entered on July 21, 2020 [Docket No. 97] and on a final basis on August 11, 2020 [Docket No. 272] (the “Final Retention Order”). Pursuant to MLBR 2016-1(a)(1)(E), a copy of the Final Retention Order is attached hereto as Exhibit A. 8. The Final Retention Order provides that the Debtors are “authorized to retain Mintz Levin as their attorneys under a general retainer in these cases nunc pro tunc to the Petition Date, and Mintz Levin is authorized to perform any and all legal services for the Debtors that are necessary and appropriate in connection with these cases, including those services described in the Application and the Walsh Declaration.” Final Retention Order, ¶ 2. The Final Retention Order further provides that Mintz is to be compensated for services rendered and reimbursed for its reasonable and necessary expenses in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the MLBR. Id. at ¶ 3. The Final Retention Order also authorizes Mintz “to hold its

Page 10

retainer in the amount of $250,000 during these cases as security for the payment of post-petition fees and expenses.” Id. at ¶ 4. SUMMARY OF PROFESSIONAL COMPENSATION AND REIMBURSEMENT OF EXPENSES REQUESTED 9. Mintz seeks allowance of compensation for professional services performed during the Application Period in the amount of $1,185,207.60 and for reimbursement of expenses incurred in connection with the rendition of such services in the amount of $12,571.37. During the Application Period, Mintz attorneys and paraprofessionals expended a total of 1,679.10 hours in connection with the necessary services performed. 10. During the Application Period, Mintz received interim compensation for fees in the amount of $1,068,706.51 and interim reimbursement for expenses in the amount of $12,571.37. All services for which compensation is requested by Mintz were performed for or on behalf of the Debtors. There is no agreement or understanding between Mintz and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these cases. 11. The fees charged by Mintz in these cases are billed in accordance with Mintz’ existing billing rates and procedures in effect during the Application Period. As set forth in the Employment Application, Mintz agreed to discount its standard hourly rates by twenty (20%) percent for services rendered to the Debtors in these chapter 11 cases. See Employment Application, ¶ 15. 12. Accordingly, Mintz submits that the fees charged in these cases are reasonable based upon, and compared to the customary compensation charged by comparably skilled practitioners in comparable bankruptcy and non-bankruptcy cases in a competitive national legal market.

Page 11

13. Mintz maintains computerized records of the time charges billed by all Mintz attorneys and paraprofessionals in connection with its representation of the Debtors. As set forth below, attached hereto as Exhibits B-M are copies of Mintz’ itemized time records for the professionals that performed services on behalf of the Debtors during the Application Period. SUMMARY OF SERVICES 14. The following is a summary of the professional services rendered by Mintz to the Debtors during the Application Period. The summary is organized in accordance with the internal system of work codes created by Mintz at the time of its retention by the Debtors, which are based upon the guidance provided by the Bankruptcy Rules and the MLBR. While Mintz’ services are generally described below, a more detailed description of the services performed is set forth on Exhibits B-M. A. Case Administration (Task Code B110) Fees: $256,302.40; Total Hours: 414.00 15. This category relates to services rendered in connection with the general legal services that are customary and usual in chapter 11 cases. These services include advising and representing the Debtors in connection with all aspects of the chapter 11 cases, communicating with the United States Trustee, as well as other parties in interest, on various issues that do not fall within the scope of one of the more specific categories listed in this Application, and communicating internally and with the Debtors’ other professionals in connection with the general strategy and administration of these chapter 11 cases. 16. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit B is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records.

Page 12

B. Asset Disposition (Task Code B130) Fees: $473,355.60; Total Hours: 643.60 17. This category relates to services rendered in connection with the sale of substantially all of the assets of the Debtors, and related litigation and transactional work. Among the most critical and urgent tasks performed by Mintz during the Application Period was the negotiation of a sale of substantially all of the Debtors’ assets to Buyer. See Docket No. 367. 18. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit C is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. C. Relief from Stay Proceedings (Task Code B140) Fees: $13,986.80; Total Hours: 17.60 19. This category relates to services rendered in connection with defending and resolving motions seeking relief from the automatic stay. During the Application Period, two motions for relief from stay were filed by parties seeking to continue lawsuits pending in state court against the Debtors. See Docket Nos. 390 and 419. Mintz worked with counsel for the Committee to resolve both motions without the need for a hearing. See Docket Nos. 406 and 437. 20. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit D is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. D. Meetings of Creditors (Task Code B150) Fees: $652.80; Total Hours: 0.80 21. This category relates to services rendered in connection with the required meeting of creditors under section 341 of the Bankruptcy Code. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit E is a summary of the services performed by Mintz professionals in connection

Page 13

with this category during the Application Period, as well as copies of the related, itemized time records. E. Employment Applications and Objections (Task Code B160) Fees: $67,020.80; Total Hours: 83.20 22. This category relates to services rendered in connection with negotiating and preparing retention applications for the Debtors’ advisors, as well as obtaining the Court’s approval of such applications. During the Application Period, Mintz, among other things, secured the Debtors’ retention of (i) G2 Capital Advisors, LLC [Docket No. 297] as the Debtors’ financial advisor, (ii) SSG Advisors, LLC [Docket No. 268] as the Debtors’ investment banker, (iii) Donlin Recano & Company, Inc. [Docket No. 256] as the Debtors’ claims and noticing agent, (iv) Verdolino & Lowey, P.C. [Docket No. 273] as the Debtors’ general accountant, and (v) RSM US LLP [Docket No. 466] as the Debtors’ tax accountants. 23. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit F is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related itemized time records. F. Fee Applications and Pensions (Task Code B170) Fees: $51,774.00; Total Hours: 67.50 24. This category relates to services rendered in connection with the preparation and review of monthly fee statements and this interim fee application. During the Application Period, Mintz, pursuant to the Interim Compensation Order, prepared, reviewed, and served its monthly fee statements, as well as reviewed and analyzed the monthly fee statements prepared by other professionals.

Page 14

25. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit G is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. G. Business Operations (Task Code B210) Fees: $36,389.20; Total Hours: 55.20 26. This category relates to services rendered in connection with the operation of the Debtors’ businesses. During the Application Period, Mintz, among other things, addressed various operational issues concerning the Debtors, including amending and filing various corporate governance documents, and communicating with officers of the Debtors regarding the Debtors’ budget and operations. 27. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit H is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. H. Employment Applications and Pensions (Task Code B220) Fees: $1,267.20; Total Hours: 1.70 28. This category relates to services rendered in connection with issues related to the termination and wind-down of the Debtors’ 401(k) pension plan. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit I is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. I. Financing (Task Code B230) Fees: $45,443.20; Total Hours: 53.70 29. This category relates to services rendered in connection with issues related to matters arising under section 363 and 365 of the Bankruptcy Code, including the use of cash collateral and the treatment of secured claims. During the Application Period, Mintz, among other

Page 15

things, negotiated and obtained approval for the Debtors’ use of cash collateral which allowed the Debtors sufficient runway to continue to operate in the ordinary course until it could successfully close the sale of its assets, and also preserved the value of its assets which engendered a competitive auction process resulting in additional value to the estate. See Docket No. 218. 30. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit J is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. J. Landlords and Leases (Task Code B250) Fees: $159,431.60; Total Hours: 227.90 31. This category relates to services rendered in connection with the Debtors’ real property leases. During the Application Period, Mintz, among other things, reviewed default notices sent by various landlords, worked with other professionals to analyze over 80 leases to determine the applicable cure amounts in connection with the possible assumption of such leases, negotiated with landlords regarding the treatment of claims arising out of the leases, worked to resolve objections raised by landlords to various motions filed in these chapter 11 cases, and created a process that was approved by the Court by which objections by landlords could be handled expeditiously and efficiently. 32. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit K is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. K. Claims Administration and Objections (Task Code B310) Fees: $78,998.40; Total Hours: 112.90 33. This category relates to services rendered in connection with claims inquiries, the drafting of bar-date pleadings and other materials, and the analysis of objections to claims. During

Page 16

the Application Period, Mintz, among other things, obtained court approval of a bar-date by which creditors were required to file proof of claims. Mintz also worked with the Debtors’ other professionals to analyze filed proof of claims and determined which claims would be subject to objections. 34. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit L is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. L. Plan and Disclosure Statement (Task Code B320) Fees: $585.60; Total Hours: 1.00 35. This category relates to services rendered in connection with planning to close these chapter 11 cases pursuant to a contemplated motion for a structured dismissal. Pursuant to MLBR 2016-1(d)(1), attached hereto as Exhibit M is a summary of the services performed by Mintz professionals in connection with this category during the Application Period, as well as copies of the related, itemized time records. * * * 36. The foregoing professional services performed by Mintz were necessary and appropriate. Compensation for the foregoing services as requested is commensurate with the complexity, importance and nature of the problems, issues or tasks involved. The professional services were performed with expedition and in an efficient manner. ACTUAL AND NECESSARY EXPENSES 37. In addition to fees for professional services, Mintz requests the allowance of actual and necessary expenses incurred during the Application Period in the aggregate amount of $12,517.37. The expenses requested by Mintz constitute the firm’s out-of-pocket expenditures at

Page 17

actual cost or an estimated actual cost when the actual cost is difficult to determine. Such expenses include, but are not limited to, court costs, transcript fees and printing expenses. BASIS FOR RELIEF REQUESTED 38. The professional services provided by Mintz on behalf of the Debtors during the Application Period were reasonable, necessary, and appropriate to the administration of these chapter 11 cases. 39. Section 331 of the Bankruptcy Code provides for the interim compensation of professionals, and incorporates the substantive standards of section 330 in order to govern the Court’s award of such compensation. See 11 U.S.C. § 331. Section 330 provides that a Court may award a professional employed under section 327 of the Bankruptcy Code “reasonable compensation for actual, necessary services rendered [and] reimbursement for actual, necessary expenses.” 11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement. See 11 U.S.C. § 330(a)(3)(A)-(F). 40. In the instant case, Mintz believes that the services for which it seeks compensation and the expenditures for which it seeks reimbursement in this Application were necessary for and beneficial to the preservation and maximization of value for all stakeholders and to the orderly administration of the Debtors’ chapter 11 estates. At the inception of these cases, the Debtors were facing the complete liquidation and cessation of their business within approximately forty-five (45) days due to a severe cash shortage and a lack of inventory; the efforts of Mintz and other professionals maximized estate value through a competitive auction process among bidders, resulting in the preservation of the jobs of all of the Debtors’ employees, the continued operation of virtually all of the Debtors’ store locations, the payment of secured debt, and the creation of a dedicated fund for distributions to unsecured creditors. The compensation requested herein is

Page 18

reasonable in light of the nature, extent, and value of such services to the Debtors, their estates, and all parties in interest. 41. In sum, the services rendered by Mintz were necessary and beneficial to the Debtors and the Debtors’ estates, and were consistently performed in a timely manner commensurate with the complexity, importance, novelty and nature of the issues involved. Accordingly, Mintz submits that approval of the compensation and expense reimbursement requested herein is warranted. NOTICE 42. Notice of this Application has been given to: (i) counsel to the Committee, (iii) the office of the United States Trustee, and (iii) those persons who have requested notice pursuant to Rule 2002 of the Bankruptcy Rules. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. NO PRIOR REQUEST 43. No prior application for the relief requested herein has been made to this or any other court. CONCLUSION WHEREFORE, Mintz respectfully requests that the Court enter an order, substantially in the form set forth in Exhibit N, (i) allowing Mintz’ compensation for professional services rendered during the Application Period in the amount of $1,197,778.97, consisting of $1,185,207.60 in fees and $12,571.37 in actual and necessary expenses, in all instances incurred during the Application Period, (b) directing payment of the difference between the amounts allowed and any amounts previously paid pursuant to the Interim Compensation Order, and (c) granting such other and further relief as is just and proper.

Page 19

Dated: March 4, 2021 MINTZ LEVIN COHN FERRIS Boston, MA GLOVSKY AND POPEO, P.C. /S/PAUL J.RICOTTA Paul J. Ricotta, Esq. (BBO# 552028) Timothy J. McKeon, Esq. (BBO# 569395) One Financial Center Boston, MA 02111 Tel: 617-542-6000 pjricotta@mintz.com tjmckeon@mintz.com -and- Kaitlin R. Walsh, Esq. (admitted pro hac vice) Chrysler Center 666 Third Avenue New York, NY 10017 Tel: 212-935-3000 krwalsh@mintz.com Attorneys for Debtors and Debtors-in-Possession