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Full title: Quarterly Application for Compensation [First] and Reimbursement of Expenses of Berger Singerman LLP, as Counsel to the Official Commitee of Unsecured Creditors for the period from November 19, 2020 to February 28, 2021 Filed by Berger Singerman LLP. Objections due by 4/28/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Exhibit B # 4 Exhibit C-1 and C-2 # 5 Exhibit D-1 and D-2 # 6 Exhibit E # 7 Exhibit F # 8 Exhibit G # 9 Exhibit H # 10 Exhibit I # 11 Proposed Form of Order # 12 Certificate of Service and Service List - Fee App # 13 Certificate of Service and Service List - Notice only) (Robinson, Colin) (Entered: 04/14/2021)

Document posted on Apr 13, 2021 in the bankruptcy, 15 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Pursuant to sections 330 and 331 of Title 11 of tine United States Code (the - - "Bankru~ptcY Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the `Bankruptc~Rules"), and the Court's Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and Reimbursement of Expenses of Professionals Retained in These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Berger Singerman LLP ("Ber aer Sin german" or the "Firm"), counsel for the Official Committee of Unsecured Creditors (the "Committee") in the bankruptcy cases of the above-captioned debtors (the "Debtors"), hereby submits its Fist Quarterly Application for Compensation and Reimbursement of Expenses of Berger SingeNman LLP, as Counsel to the Official Committee of Unsecured Creditors, For the Period From November 19, 2020 Through FebNuary 28, 2021 (the "A~~lication") 'By this Application, Berger Singerman seeks an interim allowance of fees in the amount of $151,744.50 as compensation for necessary professional services rendered, and actual and necessary expenses in the amount of $7,880.39 for a total of $159,624.89, and payment of the unpaid amount of such fees and expenses for the period November 19, 2020 through February 28, 2021 (the "Interim Period").Pursuant to the Administrative Order, all attorneys who have been retained pursuant to sections 327 or 1103 of the Bankruptcy Code (other than Ordinary Course Professionals) (i) shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court, and (ii) shall make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines foN Reviewing Applications for Compensation and Reimbursement of Expenses Filed undeN 11 U.S. C. X330 by Attorneys in Larger ChapteN 11 Cases effective as of November 1, 2013 (the "Revised UST Guidelines"). On January 15, 2021, Berger Singerman filed its First Monthly Application for Compensation and ReinzbuNsement of Expenses of BeNger Singerman LLP as Counsel to the Official Committee of Unsecured Creditors For The PeNiod From November 19, 2020 Through November 30, 2020On February 16, 2021, Berger Singerman filed its Third Monthly Application foN Compensation and Reimbursement of Expenses of I3e~ger Singerman LLP as Counsel to the Official Committee of UnsecuNed CreditoNs FoN the Period FNom January 1, 2021

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UNITED STATES BANKRUPTCY CQURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,' Case No. 20-12841 (MFW) Debtors. Jointly Administered Objection Deadline: Apri128, 2021 at 4:00 p.m. Hearing Date: Scheduled only if Necessary FIRST QUARTERLY APPLICATION FOR COMPENSATION AND ~2E~MBURSEMENT OF EXPENSES__OF BE~2GER SINGERMAN LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR-THE PERIOD FROM NOVEMBER 19, 2020 THROUGH FEBRUARY 28, 2Q21 Name of Applicant: Berger Singerman LLP Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors Order authorizing retention entered December Date of Retention: 30, 2020, effective as of November 19, 2020 Period for which Compensation and November 19, 2020 through February 28, 2021 Reimbursement is Sought: Amount of Fees Sought as Actual, Reasonable $151,744.00 and Necessary: Amount of Expenses Sought as Actual, ~ ~,gg0.39 Reasonable and Necessary: Rates are Higher than those Approved or Disclosed at Retention? Yes No X If yes, Total Compensation Sought Using Rates Disclosed in Retention Application: Fees Sought in this Application Already Paid Pursuant to a Monthly Compensation Order $128,072.102 but not yet Allowed: The last four digits of YouFit Health Clubs, LLC's tax identification number are 6607. Due to the large number of debtor entities in these chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for purposes of these chapter 11 cases is: 1350 E. Newport Center Dr., Suite 110, Deerfield Beach, FL 33442. 2 Of this amount, the sum of $22,058.90 represents an overpayment, as the Debtors inadvertently paid Berger Singerman 100% (as opposed to 80%) of the fees requested in Berger Singerman's first and second monthly applications for compensation and reimbursement of expenses [ECF Nos. 660 and 661].

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Order but not yet Allowed: Number of Professionals Included in this $ Application: If Applicable, Number of Professionals in this Application not Included in Staffing Plan N/A Approved by Client: If Applicable, Difference Between Fees Budgeted and Compensation Sought for this N/A Period: Number of Professionals Billing Fewer than 15 4 Hours to the Case During this Period: This is an: _, monthly x interim final application. The total time expended for fee application preparation is approximately 14.503 hours and the corresponding compensation requested is approximately $4,109.50. PRIOR APPLICATIONS FILED ~~~f+~ ~tI~~I 13 t~~ ~t,il Coy ~ t ti ~~ ~~ € ~~~3t+~~te~i t~~~1t~1~k November 19, 2020 — 1/15/21 $48,905.00 $149.50 November 30, 2020 December 1, 2020 — 1/15/21 $61,389.50 $7,400.22 December 31, 2020 January 1, 2021 — 2/16/21 $22222,00 $148.57 January 31, 2021 February 1, 2021 — 3/15/21 $19,228.00 $182.10 February 28, 2021 BERGER SINGERMAN LLP'S PROFESSIONALS 3 The 14.50 hours expended for fee application preparation includes the preparation of Berger Singerman's first, second, third and fourth monthly applications, as well as assisting with the preparation of Dundon Advisers, LLC first combined monthly application.

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Brian G. Rich gGR Partner 2003; Member of $625.00 44.00 ~ $27,500.00 Brian G. Rich BGR FL Bar 1994 Ilyse M. IMH Partner 2011; Member of $560.00 4.40 ~ $2,464.00 Partner 2021; Of Counsel Phyllis pB $585.00 9.50 $5,557.50 2001; Member of FL Bar Bean 1979 Michael J. MJN Associate 2019; Member $375.00 60.20 $22,575.00 Niles of FL Bar 2013 Michael J. MJN Associate 2019; Member $435.00 22.20 $9,657.00 Niles of FL Bar 2013 Michael A. MAC Associate 2020; Member $295.00 20.30 $5,988.50 Clinch of FL Bar 2020 Kerry L. KLB $250.00 36.20 $9,050.00 paralegal, 20 Years Burns KLB Kerry L. Paralegal, 20 Years $265.00 16.20 $4,293.00 Burns JD Janette Paralegal, 21 Years $250.00 11.00 $2,750.00 Diaz CJA Cavell J. Paralegal, 30 Years $250.00 .90 $225.00 Anderson

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Blended Rate: $66.62 COMPENSATION BY CATEGORY 'r t, et~t t ~fe *a~ ~~~. xj~~( p _ __ Case Administration (Activity Code 59.20 $26,039.00 501) Meeting of Creditors/Committees 25.80 $12,969.50 (Activity Code 503) Asset Analysis and Recovery (Activity 26.70 $12,600.50 Code 504) Asset Disposition/Preservation 83.90 $42,185.50 (Activity Code 505) Financing (Activity Code 506) 47.90 $24,755.00 Fee/Employment Application (Activity $16,164.00 507).. _ 5-1.10 Code Claims Administration and Objections 1.00 $435.00 (Activity Code 509) Executory Contracts and Unexpired g 60 $4,554.00 Leases (Activity Code 512) Employee Benefits/Pensions (Activity 4 20 $2,169.00 Code 514) Plan and Disclosure Statement 15.30 $9,163.50 Relief From Stay Proceeding/Adequate $709.50 1.50 Protection Total 325.20 $151,744.50 EXPENSE SUMMARY 4 Berger Singerman may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,l Case No. 20-12841 (MFW) Debtors. Jointly Administered FIRST QUARTERLY APPLICATION FOR COMPENSATION AND 12EIMBURSEMENT OF EXPENSES OF BERGER SINGERMAN LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM NOVEMBER 19, 2020 THROUGH FEBRUARY 28, 2021 Pursuant to sections 330 and 331 of Title 11 of tine United States Code (the - - "Bankru~ptcY Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the `Bankruptc~Rules"), and the Court's Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and Reimbursement of Expenses of Professionals Retained in These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Berger Singerman LLP ("Ber aer Sin german" or the "Firm"), counsel for the Official Committee of Unsecured Creditors (the "Committee") in the bankruptcy cases of the above-captioned debtors (the "Debtors"), hereby submits its Fist Quarterly Application for Compensation and Reimbursement of Expenses of Berger SingeNman LLP, as Counsel to the Official Committee of Unsecured Creditors, For the Period From November 19, 2020 Through FebNuary 28, 2021 (the "A~~lication") ' The last four digits of YouFit Health Clubs, LLC's tax identification number are 6607. Due to the large number of debtor entities in these chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for purposes of these chapter 11 cases is: 1350 E. Newport Center Dr., Suite 110, Deerfield Beach, FL 33442.

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By this Application, Berger Singerman seeks an interim allowance of fees in the amount of $151,744.50 as compensation for necessary professional services rendered, and actual and necessary expenses in the amount of $7,880.39 for a total of $159,624.89, and payment of the unpaid amount of such fees and expenses for the period November 19, 2020 through February 28, 2021 (the "Interim Period"). In support of this Application, Berger Singerman respectfully represents as follows: Back~t•ound On November 9, 2020 (the "Petition Date"), each of the Debtors commenced a voluntary case under Chapter 11 of the Bankruptcy Code in this Court. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Cases. 2. 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). On November 18, 2020, the United States Trustee for Region 3 (the "U.S. Trustee") appointed the Committee to represent the interests of all unsecured creditors in these cases pursuant to section 1102 of the Bankruptcy Code. The members appointed to the Committee are: (i) Gator Flower Mound, LLC; (ii) DF Lexington Properties, LLC; (iii) Hulen Pointe Retail, LLC; (iv) Westwood Plaza, LLC; and (v) Jason Blank. The Notice of Appointment of Committee of Unsecured Creditors [Docket No. 101 ] was filed on November 18, 2020.

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4. On December 3, 2020, the Court entered the Administrative Order, authorizing estate professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within fourteen (14) days after service of the monthly fee application, the Debtors are authorized to pay the Professional an amount equal to the lesser of (i) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the monthly fee application, and (ii) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses not subject to an objection pursuant to 2(b) of the Administrative Order. Beginning with the period ending February 28, 2021, if any, at three (3) month intervals or at such other intervals convenient to the Court, each Professional shall file and serve on the Notice Parties a request for interim Court approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period. All fees and expenses paid are on an interim basis until final allowance by the Court. 5. Pursuant to the Administrative Order, all attorneys who have been retained pursuant to sections 327 or 1103 of the Bankruptcy Code (other than Ordinary Course Professionals) (i) shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court, and (ii)

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shall make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines foN Reviewing Applications for Compensation and Reimbursement of Expenses Filed undeN 11 U.S. C. X330 by Attorneys in Larger ChapteN 11 Cases effective as of November 1, 2013 (the "Revised UST Guidelines"). The Office of the United States Trustee has promulgated forms to aid in compliance with the Revised UST Guidelines. Charts and tables based on such forms are attached hereto as exhibits and filled out with data to the extent relevant to these cases: Exhibit "A", Customary and Comparable Compensation Disclosures with Fee Applications; Exhibit "B", Summary of Timekeepers Included in this Fee Application, Exhibit "C-1", Budget; Exhibit "C-2", Staffing Plan; Exhibit "D-1", Summary of Compensation Requested by Project Category; Exhibit "D-2", Summary of Expense Reimbursement Requested by Category; and Exhibit "E", Summary Cover Sheet of Fee Application. 6. The retention of Berger Singerman, as counsel to the. Committee, was approved effective as of November 19, 2020, by this Court's ONdeN Approving the Retention and Employment of BeNgeN Singersnan as Counsel to the Official Committee of UnsecuNed CreditoNs, Effective as of November 19, 2020, dated December 30, 2020 (the "Retention Order"). The Retention Order authorized Berger Singerman to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses.

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BERGER SINGERMAN LLP'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 7. The monthly fee applications (the "Monthly Fee Applications") for the periods of November 19, 2020 —November 30, 2020, December 1, 2020 —December 31, 2020, January 1, 2021 —January 31, 2021 and February 1, 2021 —February 28, 2021, of Berger Singerman have been filed and served pursuant to the Administrative Order. 8. On January 15, 2021, Berger Singerman filed its First Monthly Application for Compensation and ReinzbuNsement of Expenses of BeNger Singerman LLP as Counsel to the Official Committee of Unsecured Creditors For The PeNiod From November 19, 2020 Through November 30, 2020 [Docket No. 6601 (the "First Monthl ~Fee Application") requesting $48,905.00 in fees and $149.50 in expenses. Berger Singerman has received payment on account of the First Monthly Fee Application pursuant to the Administrative Order. A true and correct copy of the First Monthly Fee Application is attached hereto as Exhibit "F". 9. On January 15, 2021, Berger Singerman filed its Second Monthly Application for Compensation and Reimbursement of Expenses of I3erge~ SingeNman LLP as Counsel to the Official Committee of Unsecured Creditors FoN the Period FNom DecembeN 1, 2020 Through December 31, 2020 [Docket No. 661] (the "Second Monthl yFee Application") requesting $61,389.50 in fees and $7,400.22 in expenses. Berger Singerman has received payment on account of the Second Monthly Fee Application pursuant to the Administrative Order. A true and correct copy of the Second Monthly Fee Application is attached hereto as Exhibit "G".

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10. On February 16, 2021, Berger Singerman filed its Third Monthly Application foN Compensation and Reimbursement of Expenses of I3e~ger Singerman LLP as Counsel to the Official Committee of UnsecuNed CreditoNs FoN the Period FNom January 1, 2021 Though JanuaNy 31, 2021 [Docket No. 751] (the "Third Monthly Fee Application") requesting $22,222.00 in fees and $148.57 in expenses. Berger Singerrnan has received payment on account of the Third Monthly Fee Application pursuant to the Administrative Order. A true and correct copy of the Third Monthly Fee Application is attached hereto as Exhibit "H". 11. On March 1 S, 2021, Berger Singerman filed its FouNth Monthly Application foN Compensation and ReinzbuNserrcent of Expenses of Berger SingeNman LLP as Counsel to the Official Committee of UnseczlNed Creditors FoN the Period From FebruaNy 1, 2021 Through FebNuaNy 28, 2021 [Docket No. 824] (the "Fourth Monthly Fee Application") requesting $19,228.00 in fees and $182.10 in expenses. Berger Singerman has not received payment on account of the Fourth Monthly Fee Application pursuant to the Administrative Order. A true and correct copy of the Fourth Monthly Fee Application is attached hereto as Exhibit "I". 12. The Monthly Fee Applications covered by this Application contain detailed daily time logs describing the actual and necessary services provided by Berger Singerman during the periods covered by such applications as well as other detailed information required to be included in fee applications.

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Requested Relief 13. By this Application, Berger Singerman requests that the Court approve payment of one-hundred percent (100%) of the fees and expenses incurred by Berger Singerman during the Interim Period of November 19, 2020 —February 28, 2021. 14. All services for which Berger Singerman requests compensation were performed for or on behalf of the Official Committee of Unsecured Creditors. 1 S. Berger Singerman has received no payment and no promises for payment from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Berger Singerman and any other person other than the partners of Berger Singerman for the sharing of compensation to be received for services rendered in these cases. Berger Singerman did not receive a retainer in these cases. 16. The professional services and related expenses for which Berger Singerman requests interim allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of Berger Singerman's professional responsibilities as special counsel for the Committee in these chapter 11 cases. Berger Singerman's services have been necessary and beneficial to the Committee, the Debtors' estates, and creditors and other parties in interest. 17. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by Berger Singerman is fair and reasonable given (a) the complexity of the cases, (b) the time expended, (c) the nature

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and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, Berger Singerman has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. Statement from Ber•~er Sin~erman 18. Pursuant to the Appendix B Guidelines for Reviewing Application for Compensation and Reimbt~~sement of Expenses Filed Under United States Code by Attorneys in Lager C'hapteN 11 Cases, Berger Singerman responds to the following questions regarding the Application: Question Yes No Additional Explanation or Clarification Did you agree to any variations from, or No alternatives to, your standard or customary billing rates, fees or terms for services pertaining to this engagement that were provided during the application period? If so, please explain. If the fees sought in this fee application as No N/A compared to the fees budgeted for the time period covered by this fee application are higher by 10% or more, did you discuss the reasons for the variation with the client? Have any of the professionals included in No this fee application varied their hourly rate based on the geographic location of the bankruptcy case?

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Question Yes No Additional Explanation or Clarification Does the fee application include time or Yes Time incurred fees related to reviewing or revising time reviewing and records or preparing, reviewing, or preparing Berger revising invoices? Singerman's Monthly Fee Applications. Does this fee application include time or No fees for reviewing time records to redact any privileged or other confidential information? If so, please quantify by hours and fees. If the fee application includes any rate Yes- Annum hourly rate increases since retention in these Cases: increase disclosed in i. Did your client review and retention application approve those rate increases in and declaration. advance? ii. Did your client agree when Notice of Change in retaining the law firm to accept Hourly Rates of Berger all future rate increases? If not, Singerman LLP, did you inform your client that Counsel to the Official they need not agree to Committee of modified rates or terms in Unsecured Creditors, order to have you continue the reflecting change in representation, consistent with hourly rates filed on ABA Formal Ethics Opinion January 25, 2021 11-458? [Docket No. 684] i WHEREFORE, Berger Singerman respectfully requests that the Court enter an order, in the form attached hereto, providing that an interim allowance be made to Berger Singerman for the period from November 19, 2020 through February 28, 2021, in the sum $151,744.50 as compensation for necessary professional services rendered, and actual and necessary expenses in the amount of $7,880.39, for a total of $159,624.89; that the Debtors be authorized and directed to pay to Berger Singerman the outstanding amount of such sums; and

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for such other and further relief as may be just and proper. Dated: April 14, 2021 BERGER SINGERMAN LLP lsl Brian G. Rich Brian G. Rich (FL Bar No. 38229) Michael J. Niles (FL Bar No. 107203) 313 N. Monroe Street, Suite 301 Tallahassee, FL 32301 Telephone: (850) 561-3010 Facsimile: (850) 561-3013 Email: brick cr,ber gersin~erman.com mnilesnber ~~, ersingerman.com Counsel to the official ~'orremittee of ~InsecuNed CNeditors

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VERIFICATION STATE OF FLORIDA COUNTY OF LEON Brian G. Rich, after being duly sworn according to law, deposes and says: a) Through my professional association, I am a partner with the applicant law firm Berger Singerman-LIrP~ anc~-the Firm's-r-etenii_on_ _as_~ounsel_t~ th~_~Qmmittee has_been __.. approved by the Court. b) I am familiar with the legal services rendered by Berger Singerman LLP as counsel to the Committee. c) I have reviewed the foregoing Application, and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on December 3, 2020, and submit that the Application substantially complies with such Rule and Order. lsl Brian G. Rich Brian G. Rich

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