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Full title: Application for Compensation Fifth Monthly Application for Compensation and Reimbursement of Expenses of Berger Singerman LLP as Counsel to the Official Committee of Unsecured Creditors for the period March 1, 2021 to March 31, 2021 Filed by Berger Singerman LLP. Objections due by 4/29/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Certificate of Service and Service List) (Robinson, Colin) (Entered: 04/15/2021)

Document posted on Apr 14, 2021 in the bankruptcy, 14 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Berger Singerman LLP ("Berger Sin erman" or the "Firm"), counsel for the Official Committee of Unsecured Creditors (the "Committee"), hereby submits its Fifth Monthly Application for Compensation and Reimbztrsement of Expenses foN the Period from MaNch 1, 2021 Through Mach 31, 2021 (the "A~plication") The retention of Berger Singerman, as counsel to the Committee, was approved effective as of November 19, 2020, by this Court's Order Approving the Retention and Employment of BeNger Singerman as Counsel to the Official Committee of Unsecured Credztors, Effective as of November 19, 2020, dated December 30, 2020 (the "Retention Order").The names of the timekeepers of Berger Singerman who have rendered professional services in these cases during the Interim Period are set forth in the attached E.r-hibit A. Berger Singerman, by and through such persons, reviewed the Debtors' monthly operating reports as well as orders authorizing the rejection of various executory contracts; conducted discussions with counsel for the Debtors' secured lenders regarding winddown and confirmation related issues; corresponded with creditors regarding the assumption of certain leases; prepared for and attended a hearing on March 3, 2021 to consider the Debtors' motion for entry of order approving the Debtors' disclosure statement on an interim basis and establishing procedures for solicitation and tabulation of votes; conducted discussions relating to plan issues and reviewed drafts of the Debtors' plan, disclosure statement and proposed liquidating trust agreement; assisted with the preparation of a solicitation letter to creditors and the liquidating trust agreement; prepared a memorandum to the Committee and corresponded with members of the Committee with respect to the status of these cases, and confirmation and winddown issues; conducted discussions with the Committee's financial advisor regarding liquidating trust and plan issues; and reviewed motions and orders regarding relief from the automatic stay.Singerman's fourth monthly fee statement for the month of February 2021, preparation of certificates of no objection with respect to Berger Singerman's third monthly fee statement and the combined monthly fee statement of the Committee's financial advisor, Dundon Advisers LLC, as well as the review of applications filed by other estate professionals.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 these cases, (b) the time expended, (c) the nature 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.

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UNITED STATES BANKRUPTCY CpURT FQR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,l Case No. 20-12841 (MFW) Debtors. Jointly Administered Objection Deadline: Apri129, 2021 at 4:00 p.m. (ET) Hearing Date: Scheduled only if Necessary FIFTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF 13ERGER SINGERMAN LLP AS COUNSEL TO THE OFFICIAL COMIWYITT~~ OF UNSECURED ~R~DITORS FOR THE PERIOD FROM MARCH 1, 2021 THROUGH MARCH 31, 2Q21 Name of Applicant: Berger Singerman LLP Authorized to Provide Professional Services Official Committee of Unsecured Creditors to: Order authorizing retention entered December Date of Retention: 30, 2020, effective as of November 19, 2020 Period for which Compensation and March 1, 2021 through March 31, 2021 Reimbursement is Sought: Amount of Compensation Sought as Actual, X18,789.50 Reasonable and Necessary: Amount of Expense Reimbursement Sought ~ 43.10 as Actual, Reasonable and Necessary: This is a: x monthly interim final application. ' The last four digits of YouFit Health Clubs, LLC's tax identification number are 6607. Dua 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

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PRIOR MONTHLY APPLICATIONS FILED l)~it~ l~~ria~i (~~~~~e~'e~i l~et~~tesi~ti I2ec~tte~t€'ti .~~~~~~'«~t`~~ .~~~~~~z'r~t~eti ~ailecl I~ec~~ I~:y~~t.t~5ew l~E~c I.~et~se~ 11/19/20 — 11/30/20 $48,905.00 $149.50 $0.00 $0.00 1/15/21 12/01/20 — 12/31/20 $61,389.50 $7,400.22 $0.00 $0.00 1/15/21 01/01/21 — 01/31/21 $22,222.00 $148.57 $0.00 $0.00 2/16/21 02/01/21 — 02/28/21 $19,228.00 $182.10 $0.00 $0.00 3/15/21 BERGER SINGERMAN LLP'S PROFESSIONALS \aunt ~~f' If~it~4al. ,,f" E'~~s ~i~zt~ c~~~tl~i~ ~~ I~~urIF' Tr;ta~ ~C'17t~~I ~~I"i)ft`~`tiit)Ii.t~ ~'t'ti~~S.~iI€~Ilil~ ~ :~~)~3~I~iil~~s ~~IIII~~TL'T' t)f~ ~it~~iEl~ ~4)Ltt"'~ ~ E'0113~lEllti~i~lt?13 }~Zl'~tttl ~it'~tt11 ~~~i3t'~ Iil ~~1~1~ ~3ilSi~tUt1, ~ ~~:I'f~ ~ij~~tf~ ~~E'1ttI' ~~t'1ttFi1I2~' ~dilt'~11(~lIi~; I;~ipc~-ii€ic~~, ~~ea~- cif ~ {'1~~~►1~e.) t11~t~~it~i~~; ~,iC~t~~+€~ Tyr I2r:~rtir.}, ., _ ,u. W :,,.. _ _ — __ _.__ BGR Partner 2003; Member of $625.00 21.70 $13,562.50 Brian G. FL Bar 1994 Rich Michael J. MJN Associate 2019; Member $435.00 8.30 $3,610.50 Niles of FL Bar 2013 Kerry L. KLB $265.00 6.10 $1,616.50 paralegal, 20 Years Burns Grand Total: ~18,7~9.50 Total Hours: 36.10 Blended Rate: $520.48

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COMPENSATION BY PROJECT CATEGORY l~'r~ii~cY C~`a~E~~ir~r~iE,~ t"t~f:ti ~Tr~r~r~ ~l~nf;~l ~t~f•~ Case Administration (Activity Code 501) 1.60 $962.00 Fee/Employment Application (Activity Code 507) 4.60 $1,270.00 Claims Administration and Objection 1.30 $736.50 Executory Contracts and Unexpired Leases (Activity Code 512) .60 $261.00 Plan and Disclosure Statement (Activity Code 518) 27.20 $15,212.00 Relief From Stay Proceedings /Adequate Protection (activity C6de 528) 80 __ $348.00 Grand Total 36.10 $18,789.50 EXPENSE SUMMARY f~.x~~t~~3~r L_ atc~t~~-~~ `~rE-~ic•e I'rr~~~~tlt~r~ 'I't~t~~~ Reproductions/Photocopies 43.10 Total 43.10 if any, are

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UNITED STATES BANKRUPTCY COURT 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: Apri129, 2021 at 4:00 p.m. Hearing Date: Scheduled only if i~Tecessary FIFTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF BERGER SINGERMAN LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS THE ~'ERIOD ... .FROM. Mz~RCH 1, 2021 THROUGH MARCH 31 2021 - 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 (collectively, the "Bankruptcy Rules"), and the Court's AdnZinistrative Order Establishing PNoceduNes for Monthly, Interim, and Final Compensation and Reimbursement of Expenses of Professionals Retained zn These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Berger Singerman LLP ("Berger Sin erman" or the "Firm"), counsel for the Official Committee of Unsecured Creditors (the "Committee"), hereby submits its Fifth Monthly Application for Compensation and Reimbztrsement of Expenses foN the Period from MaNch 1, 2021 Through Mach 31, 2021 (the "A~plication") By this Application, Berger Singerman seeks a monthly interim allowance of compensation in the amount of $18,789.50 and actual and necessary expenses in the amount of $43.10 for a total allowance of $18,832.60 and payment of $15,031.60 (80% of the allowed fees) and reimbursement of $43.10 (100% of the allowed expenses) for a total payment of $15,074.70

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for the period March 1, 2421 through March 31, 2021 (the "Interim Period"). In support of this Application, Berger Singerman respectfully represents as follows: Bacl~~round 1. 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 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). 3. 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 Unseci~Ned Creditors [Docket No. 101 ]was filed on November 18, 2020. 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

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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(h) 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. The retention of Berger Singerman, as counsel to the Committee, was approved effective as of November 19, 2020, by this Court's Order Approving the Retention and Employment of BeNger Singerman as Counsel to the Official Committee of Unsecured Credztors, 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. BERCER SINGERMAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 6. All services for which Berger Singerman requests compensation were performed for or on behalf of the Committee. Berger Singerman has received no payment and

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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 has not received a retainer in these cases. Fee Statements 7. The fee statements for the Interim Period are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Berger Singerman's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. Berger Singerman's time reports are initially handwritten or typed by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. Berger Singerman is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Berger Singerman's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses A summary of actual and necessary expenses incurred by Berger Singerman for the Interim Period is attached hereto as part of Exhiluit A. Berger Singerman has charged $0.10 per page for photocopying expenses related to these cases. Berger Singerman's

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photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client's account number into a device attached to the photocopier. Berger Singerman captures photocopies as they occur, and they are imported into Berger Singerman's accounting software on a daily basis. 9. Berger Singerman believes the foregoing rates are the market rates that the majority of law firms charge clients for such services. In addition, Berger Singerman believes that such charges are in accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 10. The names of the timekeepers of Berger Singerman who have rendered professional services in these cases during the Interim Period are set forth in the attached E.r-hibit A. Berger Singerman, by and through such persons, reviewed the Debtors' monthly operating reports as well as orders authorizing the rejection of various executory contracts; conducted discussions with counsel for the Debtors' secured lenders regarding winddown and confirmation related issues; corresponded with creditors regarding the assumption of certain leases; prepared for and attended a hearing on March 3, 2021 to consider the Debtors' motion for entry of order approving the Debtors' disclosure statement on an interim basis and establishing procedures for solicitation and tabulation of votes; conducted discussions relating to plan issues and reviewed drafts of the Debtors' plan, disclosure statement and proposed liquidating trust agreement; assisted with the preparation of a solicitation letter to creditors and the liquidating trust

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agreement; prepared a memorandum to the Committee and corresponded with members of the Committee with respect to the status of these cases, and confirmation and winddown issues; conducted discussions with the Committee's financial advisor regarding liquidating trust and plan issues; and reviewed motions and orders regarding relief from the automatic stay. Summary of Services by Project 11. The services rendered by Berger Singerman during the Interim Period can be grouped into the categories set forth below. Berger Singerman attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. Case Administration 12. During the Interim Period, the Firm reviewed the Debtors' monthly operating reports, conducted discussions with counsel for the Debtors' secured lender regarding winddown issues, and prepared for the hearing conducted in these cases on March 3, 2021. Fees: $962.00 Hours: 1.60 B. Fee/Emplo~~ment Application 13. Time billed to this category relates to the preparation of Berger

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Singerman's fourth monthly fee statement for the month of February 2021, preparation of certificates of no objection with respect to Berger Singerman's third monthly fee statement and the combined monthly fee statement of the Committee's financial advisor, Dundon Advisers LLC, as well as the review of applications filed by other estate professionals. Fees: $1,270.00 Hours: 4.60 C. Claims Administration and Objections 14. Time billed to this category relates to the review of claims filed in the Debtors' cases and a review of the claims reconciliation provided by the Debtors' counsel. Fees: $736.50 Hours: 1.30 D. Executory Contracts and Unexpired Leases 15. Time billed to this category relates to the review of the Court's Order authorizing the rejection of certain executory contracts, and the review of correspondence from creditors regarding the assumption of leases. Fees: $261.00 Hours: .60 ~. Plan and Disclosure Statement 16. Time billed to this category relates to reviewing and providing comments to the Debtors' draft disclosure statement and plan of liquidation, assisting with the preparation of the proposed liquidating trust agreement and solicitation letter to creditors, reviewing and assisting with issues pertaining to the Debtors' winddown budget, and corresponding and conducting discussions with counsel for the Debtors as well as Berger Singerman's co-counsel in these cases with respect to the Debtors' disclosure statement, plan, winddown and effective date issues. In addition, Berger Singerman's professionals conducted discussions with the

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Committee's financial advisor regarding the proposed liquidating trust agreement and confirmation related issues. Fees: $15,212.00 Hours: 27.20 F. Relief From Static Proceedings/Adequate Protection 17. Time billed to this category relates to the review of a motions for relief from the automatic stay filed by claimant, Jacklyn Stump [ECF No. 821 ], as well as an agreed limited relief from stay to claimant, Jacklyn Stump [ECF No. 846]. Fees: $348.00 Hours: .80 Valuation of Services 18. Attorneys and paraprofessionals of Berger Singerman expended a total 38.40 hours in connection with their representation of the Committee during the Interim Period, as follows: .~ _ _, _ _ _ _ ,__ __ i+~<~i~~~t~ ~r~~ liiiti<~l. ~~f' ~~t?~1~1t3[l !3f ~tIC' ilr~tat-~~ ~ li~~.i~ I'of~~l.. 3ruf~w,ioza:3[ '! 1~1-,~fEs,~fvTj~~l ~~~~ap3i~~~~~t, ~ur~~fiez~ c~~ liilli~ir Ilt~t~~~, t'~r~~~~~c~~~ i#i~~i ~'i:~-sr,~1 I't~i~st~t~ 1~ ~~~i~'w ~z~ t~l~:t~ ~'r~~itEE~~x. I:ate I3i1lc'c! I~Il'r~int- l:el~c~~~lt ii~zl~itlil~~; ~', I~~:~~}cri~~~iec~, ~~e

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19. The nature of work performed by these persons is fully set forth in Exhibit A attached hereto. These are Berger Singerman's normal hourly rates for work of this character. The reasonable value of the services rendered by Berger Singerman for the Committee during the Interim Period is $18,789.50. 20. 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 these cases, (b) the time expended, (c) the nature 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. WHEREFORE, Berger Singerman respectfully requests that, for the period March 1, 2021 through March 31, 2021, an interim allowance be made to Berger Singerman for compensation in the of $18,789.50 and actual and necessary expenses in the amount of $43.10 for a total allowance of $18,832.60 and payment of $15,031.60 (80% of the allowed fees) and reimbursement of $43.10 (100% of the allowed expenses) for a total payment of $15,074.70, and

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for such other and further relief as this Court may deem just and proper. Dated: April 15, 2021 BERGER SINGERMAN LLP lsl Brzan G. Rich Brian G. Rich (FL Bar No. 38229) Michael J. Niles (FL Bar No. 107203) 313 N. Monroe Street, Suite 301 Tallahassee, I'L 32301 Telephone: (850) 561-3010 Facsimile: (850) 561-3013 Email: brich~cr)ber gersin~erman.com mniles(a~ber ~ersin~erman.com Counsel to the Officzal Committee of UnsecuNed Creditors

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DECLARATION 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 LLP, and the Firm's retention as counsel to the Committee has been h) 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. ls/ Brian G. R Brian G. Rich 10348385-1

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