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Full title: Application for Compensation Sixth Monthly Application for Compensation and Reimbursement of Expenses of Berger Singerman LLP as Counsel to the Official Committee of Unsecured Creditors for the period From April 1, 2021 to April 30, 2021 Filed by Berger Singerman LLP. Objections due by 6/10/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Certificate of Service and Service List) (Robinson, Colin) (Entered: 05/20/2021)

Document posted on May 19, 2021 in the bankruptcy, 13 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

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 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 (“Berger Singerman” or the “Firm”), counsel for the Official Committee of Unsecured Creditors (the “Committee”), hereby submits its Sixth Monthly Application for Compensation and Reimbursement of Expenses for the Period from April 1, 2021 Through April 30, 2021 (the “Application”).By this Application, Berger Singerman seeks a monthly interim allowance of compensation in the amount of $17,874.50 and actual and necessary expenses in the amount of $21.90 for a total allowance of $17,896.40 and payment of $14,299.60 (80% of the allowed fees) and reimbursement of $21.90 (100% of the allowed expenses) for a total payment of $14,321.50 for the period April 1, 2021 through April 30, 2021 (the “Interim Period”).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 Exhibit A. Berger Singerman, by and through such persons, prepared for and attended telephone conferences with counsel for the Debtors regarding claims related matters, reviewed administrative expense claims filed in the Debtors’ estates, and prepared a memorandum to the members of the Committee regarding the status of these cases.In addition, Berger Singerman’s professionals and paraprofessionals assisted with the preparation of Berger Singerman’s first quarterly application for compensation and reimbursement of expenses, Berger Singerman’s fifth monthly application for compensation and reimbursement of expenses, and assisted with the preparation of the second combined monthly fee application of Dundon Advisers LLC, the Committee’s financial advisor.WHEREFORE, Berger Singerman respectfully requests that, for the period April 1, 2021 through April 30, 2021, an interim allowance be made to Berger Singerman for compensation in the of $17,874.50 and actual and necessary expenses in the amount of $21.90 for a total allowance of $17,896.40 and payment of $14,299.60 (80% of the allowed fees) and reimbursement of $21.90 (100% of the allowed expenses) for a total payment of $14,321.50, and for such other and further relief as this Court may deem just and proper.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,1 Case No. 20-12841 (MFW) Debtors. Jointly Administered _____________________________________/ Objection Deadline: June 10, 2021 at 4:00 p.m. (ET) Hearing Date: Scheduled only if Necessary SIXTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF BERGER SINGERMAN LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM APRIL 1, 2021 THROUGH APRIL 30, 2021
Table 1 on page 1. Back to List of Tables
Name of Applicant: Berger Singerman LLP
Authorized to Provide Professional Services
to:
Official Committee of Unsecured Creditors
Date of Retention: Order authorizing retention entered December
30, 2020, effective as of November 19, 2020
Period for which Compensation and
Reimbursement is Sought:
April 1, 2021 through April 30, 2021
Amount of Compensation Sought as Actual,
Reasonable and Necessary:
$17,874.50
Amount of Expense Reimbursement Sought
as Actual, Reasonable and Necessary:
$ 21.90
This is a: x monthly ____ interim ____ final application. 1 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

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PRIOR MONTHLY APPLICATIONS FILED
Table 1 on page 2. Back to List of Tables
Date
Filed
Period Covered Requested
Fees
Requested
Expenses
Approved
Fees
Approved
Expenses
1/15/21 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
2/16/21 01/01/21 – 01/31/21 $22,222.00 $148.57 $0.00 $0.00
3/15/21 02/01/21 – 02/28/21 $19,228.00 $182.10 $0.00 $0.00
4/15/21 03-01-21 – 03/31/21 $18,789.50 $43.10 $0.00 $0.00
PRIOR MONTHLY APPLICATIONS FILED BERGER SINGERMAN LLP’S PROFESSIONALS
Table 2 on page 2. Back to List of Tables
Name of
Professional
Person
Initials of
Professional
Person
Position of the
Applicant, Number of
Years in that Position,
Prior Relevant
Experience, Year of
Obtaining License to
Practice
Hourly
Billing
Rate
(including
Changes)
Total
Hours
Billed
Total
Compensation
Brian G.
Rich
BGR Partner 2003; Member of
FL Bar 1994
$625.00 20.70 $12,937.50
Michael J.
Niles
MJN Associate 2019; Member
of FL Bar 2013
$435.00 4.10 $1,783.50
Kerry L.
Burns
KLB Paralegal, 20 Years $265.00 11.90 $3,153.50
Grand Total: $17,874.50 Total Hours: 36.70 Blended Rate: $487.04

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COMPENSATION BY PROJECT CATEGORY
Table 1 on page 3. Back to List of Tables
Project Categories Total Hours Total Fees
Fee/Employment Application (Activity Code 507) 11.70 $3,439.50
Claims Administration and Objections (Activity
Code 509)
1.20 $636.00
Plan and Disclosure Statement
(Activity Code 518)
23.80 $13,799.00
Grand Total 36.70 $17,874.50
COMPENSATION BY PROJECT CATEGORY EXPENSE SUMMARY
Table 2 on page 3. Back to List of Tables
Expense Category Service Provider2
(if applicable)
Total
Expenses
Reproductions/Photocopies $21.90
Total $21.90
2 Berger Singerman LLP may use one or more service providers. The service providers identified herein, 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: June 10, 2021 at 4:00 p.m. Hearing Date: Scheduled only if Necessary SIXTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF BERGER SINGERMAN LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS THE PERIOD FROM APRIL 1, 2021 THROUGH APRIL 30, 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 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 (“Berger Singerman” or the “Firm”), counsel for the Official Committee of Unsecured Creditors (the “Committee”), hereby submits its Sixth Monthly Application for Compensation and Reimbursement of Expenses for the Period from April 1, 2021 Through April 30, 2021 (the “Application”). By this Application, Berger Singerman seeks a monthly interim allowance of compensation in the amount of $17,874.50 and actual and necessary expenses in the amount of $21.90 for a total allowance of $17,896.40 and payment of $14,299.60 (80% of the allowed fees) and reimbursement of $21.90 (100% of the allowed expenses) for a total payment of $14,321.50

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for the period April 1, 2021 through April 30, 2021 (the “Interim Period”). In support of this Application, Berger Singerman respectfully represents as follows: Background 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 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). 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 Unsecured 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(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. 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 Berger Singerman as Counsel to the Official Committee of Unsecured Creditors, 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. BERGER 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 8. A summary of actual and necessary expenses incurred by Berger Singerman for the Interim Period is attached hereto as part of Exhibit 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 Exhibit A. Berger Singerman, by and through such persons, prepared for and attended telephone conferences with counsel for the Debtors regarding claims related matters, reviewed administrative expense claims filed in the Debtors’ estates, and prepared a memorandum to the members of the Committee regarding the status of these cases. Berger Singerman’s professionals attended multiple conference calls with counsel for the Debtors and counsel for the Debtors’ lenders to discuss the proposed liquidating trust agreement and issues pertaining to confirmation of the Debtors’ plan, reviewed the Debtors’ report with respect to ballots accepting or rejecting the Debtors’ plan, reviewed objections filed to confirmation of the Debtors’ plan, and conducted discussions with the Debtors’ counsel and a landlord (objecting party) in an effort

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to resolve the landlord’s objection. Berger Singerman’s professionals conducted discussions relating to confirmation issues, began preparing for the confirmation hearing scheduled for April 22, 2021, and conducted discussions relating to the Debtors’ request to continue the hearing to consider confirmation of the Debtors’ plan. In addition, Berger Singerman’s professionals and paraprofessionals assisted with the preparation of Berger Singerman’s first quarterly application for compensation and reimbursement of expenses, Berger Singerman’s fifth monthly application for compensation and reimbursement of expenses, and assisted with the preparation of the second combined monthly fee application of Dundon Advisers LLC, the Committee’s financial advisor. 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. Fee/Employment Application 12. Time billed to this category relates to the preparation of Berger

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Singerman’s fifth monthly fee statement for the month of March 2021, Berger Singerman’s first quarterly application for the period of November 19, 2020 through February 28, 2021, Dundon Advisers LLC’s second combined monthly fee statement for the period of February 1, 2021 through March 31, 2021, as well as preparation of certificates of no objection with respect to these applications. Fees: $3,439.50 Hours: 11.70 B. Claims Administration and Objections 13. Time billed to this category relates to the preparation for and attendance at a conference with counsel for the Debtors to discuss claims related matters, reviewing administrative expense claims and preparing a memorandum to the members of the Committee with respect to the status of claims issues. Fees: $636.00 Hours: 1.20 C. Plan and Disclosure Statement 14. Time billed to this category relates to attending calls with counsel for the Debtors as well as the Debtors’ lenders regarding the proposed liquidating trust agreement and confirmation related issues, reviewing and providing comments to the liquidating trust agreement, reviewing objections to confirmation of the Debtors’ plan and attending calls with the Debtors’ counsel regarding same, preparing for the hearing to consider confirmation of the Debtors’ plan, and attending conferences relating to the request to continue the confirmation hearing. Fees: $13,799.00 Hours: 23.80

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Valuation of Services 15. Attorneys and paraprofessionals of Berger Singerman expended a total 36.70 hours in connection with their representation of the Committee during the Interim Period, as follows:
Table 1 on page 11. Back to List of Tables
Name of
Professional
Person
Initials of
Professional
Person
Position of the
Applicant, Number of
Years in that Position,
Prior Relevant
Experience, Year of
Obtaining License to
Practice
Hourly
Billing
Rate
(including
Changes)
Total
Hours
Billed
Total
Compensation
Brian G.
Rich
BGR Partner 2003; Member of
FL Bar 1994
$625.00 20.70 $12,937.50
Michael J.
Niles
MJN Associate 2019; Member
of FL Bar 2013
$435.00 4.10 $1,783.50
Kerry L.
Burns
KLB Paralegal, 20 Years $265.00 11.90 $3,153.50
Grand Total: $17,874.50 Total Hours: 36.70 Blended Rate: $487.04 16. 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 $17,874.50. 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 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

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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 April 1, 2021 through April 30, 2021, an interim allowance be made to Berger Singerman for compensation in the of $17,874.50 and actual and necessary expenses in the amount of $21.90 for a total allowance of $17,896.40 and payment of $14,299.60 (80% of the allowed fees) and reimbursement of $21.90 (100% of the allowed expenses) for a total payment of $14,321.50, and for such other and further relief as this Court may deem just and proper. Dated: May 20, 2021 BERGER SINGERMAN LLP /s/ 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: brich@bergersingerman.com mniles@bergersingerman.com Counsel to the Official Committee of Unsecured 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 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. /s/ Brian G. Rich Brian G. Rich 10348385-1

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