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Full title: Application to Appoint Claims/Noticing Agent EPIQ CORPORATE RESTRUCTURING, LLC Filed By BHCosmetics Holdings, LLC (Mielke, Allison) (Entered: 01/15/2022)

Document posted on Jan 14, 2022 in the bankruptcy, 42 pages and 0 tables.

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The above-captioned debtors and debtors in possession (collectively, the “Debtors”) in these chapter 11 cases (these “Chapter 11 Cases”) hereby submit this application (this “Section 156(c) Application”), pursuant to section 156(c) of title 28 of the United States Code, section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rule 2002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), seeking entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), appointing Epiq Corporate Restructuring, LLC (“Epiq”) as the claims and noticing agent in these Chapter 11 Cases effective as of the Petition Date (as defined below).Specifically, Epiq will perform the following tasks in its role as the Claims and Noticing Agent, as well as all quality control relating thereto (collectively, the “Claims and Noticing Services”), to the extent requested by the Debtors: a. Prepare and serve required notices and documents in these Chapter 11 Casesin accordance with the Bankruptcy Code and the Bankruptcy Rules in theform and manner directed by the Debtors and/or the Court, including, ifapplicable: (i) notice of the commencement of these Chapter 11 Cases andthe initial meeting of creditors under section 341(a) of the Bankruptcy Code(as applicable); (ii) notices of transfers of claims; (iii) notices of objectionsto claims and objections to transfers of claims; (iv) notice of any auction orsale proceeding; (v) notices of any hearings on a disclosure statement andconfirmation of a plan or plans of reorganization, including underBankruptcy Rule 3017(d); (vi) notice of the effective date of any plan orplans; and (vii) all other notices, orders, pleadings, publications, and otherdocuments as the Debtors or the Court may deem necessary or appropriatefor an orderly administration of these Chapter 11 Cases; Moreover, in connection with its retention as Claims and Noticing Agent,Epiq represents in the Hunt Declaration, among other things, that: a. Epiq is not a creditor of the Debtors; b. Epiq will not consider itself employed by the United States government andshall not seek any compensation from the United States government in itscapacity as the Claims and Noticing Agent in these Chapter 11 Cases;c. ORDER APPOINTING EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT EFFECTIVE AS OF THE PETITION DATE Upon consideration of the application (the “Section 156(c) Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order, pursuant to 28 U.S.C. § 156(c), section 105(a) of the Bankruptcy Code, Bankruptcy Rule 2002, and Local Rule 2002-1(f), appointing Epiq Corporate Restructuring, LLC (“Epiq”) as the Claims and Noticing Agent in

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BHCOSMETICS HOLDINGS, LLC, et al.,1 Case No. 22-10050 (____) Debtors. (Joint Administration Requested) DEBTORS’ APPLICATION FOR AN ORDER APPOINTING EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT EFFECTIVE AS OF THE PETITION DATE The above-captioned debtors and debtors in possession (collectively, the “Debtors”) in these chapter 11 cases (these “Chapter 11 Cases”) hereby submit this application (this “Section 156(c) Application”), pursuant to section 156(c) of title 28 of the United States Code, section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rule 2002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), seeking entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), appointing Epiq Corporate Restructuring, LLC (“Epiq”) as the claims and noticing agent in these Chapter 11 Cases effective as of the Petition Date (as defined below). In support of this Section 156(c) Application, the Debtors rely upon (i) the Declaration of Brian Hunt in Support of Debtors’ Application for Entry of Order Appointing Epiq Corporate Restructuring, LLC as Claims and Noticing Agent Effective as of Petition Date (the “Hunt Declaration”), a copy of which is attached hereto as 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: BHCosmetics Holdings, LLC (7827); BHCosmetics Intermediate, LLC (2918); BHCosmetics, LLC (9106); and Visceral Agency LLC (9266). The Debtors’ service address for purposes of these chapter 11 cases is 8161 Lankershim Blvd., North Hollywood, CA 91605. 8924063.4

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Exhibit B, and (ii) the Declaration of Spencer M. Ware in Support of Debtors’ Chapter 11 Petitions and Requests for First Day Relief (the “First Day Declaration”),2 filed contemporaneously herewith. In further support of this Section 156(c) Application, the Debtors respectfully state as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over these Chapter 11 Cases and this Section156(c) Application pursuant to 28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue of these Chapter 11 Cases and this Section 156(c) Application in this district is proper under 28 U.S.C. §§ 1408 and 1409. The statutory and legal predicates for the relief sought herein are 28 U.S.C. §156(c), section 105(a) of the Bankruptcy Code, Bankruptcy Rule 2002, Local Rule 2002-1(f),and the Court’s Protocol for the Employment of Claims and Noticing Agents under 28 U.S.C. §156(c), instituted by the Office of the Clerk of the Bankruptcy Court (the “Clerk”) on February1, 2012 (the “Claims Agent Protocol”). BACKGROUND 2. On February 14, 2022 (the “Petition Date”), each of the Debtorscommenced a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are authorized to continue to operate their business and manage their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. To date, no trustee, examiner or statutory committee has been appointed in these Chapter 11 Cases. Additional factual background 2 Each capitalized term used but not defined herein shall have the meaning ascribed to it in the First Day Declaration. 8924063.4

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relating to the Debtors’ business, capital structure and the commencement of these Chapter 11 Cases is set forth in detail in the First Day Declaration. 3. The Debtors are a leading beauty brand specializing in clean, vegan, andcruelty-free cosmetics and other beauty products. The Debtors sell their products on their e-commerce platform directly to consumers and wholesale to various major cosmetics suppliers. On or about September 29, 2021, the Debtors engaged an investment banker to conduct an exhaustive search to identify a going concern buyer. In parallel, the Debtors commenced various operational cost-savings initiatives to improve liquidity. When it became clear that such efforts may not be successful, the Debtors engaged a professional liquidator to commence a liquidation of their physical inventory assets (the “Inventory Sale”). In addition, the Debtors engaged a firm to focus on the sale of their intellectual property assets (together with the Inventory Sale, the “Sale Process”). The Debtors filed these Chapter 11 Cases with the goal of (i) monetizing their assets; (ii)maximizing the value of their assets for the benefit of their creditors and parties in interest; and(iii)minimizing estate obligations, to the extent possible. RELIEF REQUESTED 4. By this Section 156(c) Application, the Debtors seek entry of the ProposedOrder appointing Epiq, effective as of the Petition Date, to act as the claims and noticing agent in the Debtors’ Chapter 11 Cases (the “Claims and Noticing Agent”) to assume full responsibility for the distribution of notices and the maintenance, processing, and docketing of proofs of claim filed in these Chapter 11 Cases. The terms of Epiq’s proposed retention are set forth in that certain Standard Services Agreement between Epiq and the Debtors, dated as of December 17, 2021 (the 8924063.4

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“Retention Agreement”),3 a copy of which is attached hereto as Exhibit C. Notwithstanding the terms of the Retention Agreement, the Debtors are seeking to retain Epiq solely on the terms set forth in this Section 156(c) Application and the Proposed Order. 5. By separate application, the Debtors will seek authorization to retain andemploy Epiq as administrative advisor in these Chapter 11 Cases, pursuant to section 327(a) of the Bankruptcy Code, as the administration of these Chapter 11 Cases may require Epiq to perform duties outside the scope of 28 U.S.C. § 156(c). EPIQ’S QUALIFICATIONS AND NEED FOR EPIQ’S SERVICES 6. Epiq is one of the country’s leading chapter 11 administrators, withsignificant expertise in noticing, claims administration, soliciting, balloting, and facilitating other administrative aspects of chapter 11 cases. Epiq has acted as the claims and noticing agent in numerous recent cases of varying size and complexity, including a number of recent cases filed in this District.4 7. The appointment of Epiq as the Claims and Noticing Agent in these Chapter11 Cases will expedite the distribution of notices and the processing of claims, facilitate other 3 Epiq has agreed to provide claims and noticing services to the Debtors at the rates stated on the pricing schedule attached to the Retention Agreement. Epiq may provide such services at the regularly scheduled rates to counsel for any official committee appointed in these chapter 11 cases, and any other party in interest upon request. 4 See, e.g., In re Teligent, Inc., 21-11332 (KBO) (Oct. 14, 2021); Southland Royalty Co. LLC, Case No. 20-10158 (KBO) (Jan. 27, 2021); In re RUI Holding Corp., Case No. 19-11509, (JTD) (Bankr. D. Del. Jul. 7, 2019); In re THG Holdings LLC, Case No. 19-11689 (JTD) (Bankr. D. Del. Jul 30, 2019); In re HDR Holding, Inc., Case No. 19-11396 (MFW) (Bankr. D. Del. Jun. 24, 2019); In re Joerns WoundCo Holdings, Inc., Case No. 19-11401(JTD) (Bankr. D. Del. June 24, 2019); In re Insys Therapeutics, Inc., Case No. 19-11292 (KG) (Bankr. D. Del. Jun 10, 2019); In re Kona Grill, Inc., Case No. 19-10953 (CSS) (Bankr. D. Del. Apr. 30, 2019); In re WMCMortgage, LLC, Case No. 19-10879 (CSS) (Bankr. D. Del. Apr. 23, 2019); In re F+W Media, Inc., Case No. 19-10479 (KG) (Bankr. D. Del. Mar. 10, 2019); In re Avadel Specialty Pharms., LLC, Case No. 19-10248 (CSS)(Bankr. D. Del. Feb 06, 2019); In re HCR ManorCare, Inc., Case No. 18-10467 (KG) (Bankr. D. Del. Mar. 6,2018); In re Herald Media Holdings, Inc., Case No. 17-12881 (LSS) (Bankr. D. Del. Dec. 8, 2017); and In reMaurice Sporting Goods, Inc., Case No. 17-12481 (CSS) (Bankr. D. Del. Nov. 20, 2017). 8924063.4

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administrative aspects of these Chapter 11 Cases, and relieve the Clerk of these administrative burdens and thus serve to maximize the value of the Debtors’ estates for all stakeholders. SCOPE OF SERVICES 8. This Section 156(c) Application pertains only to the services to beperformed by Epiq under the Clerk’s delegation of duties permitted by 28 U.S.C. § 156(c) and Local Rule 2002-1(f). Any services to be performed by Epiq that are set forth in the Retention Agreement but outside of the scope of 28 U.S.C. § 156(c) are not covered by this Section 156(c) Application or by the Proposed Order. Specifically, Epiq will perform the following tasks in its role as the Claims and Noticing Agent, as well as all quality control relating thereto (collectively, the “Claims and Noticing Services”), to the extent requested by the Debtors: a. Prepare and serve required notices and documents in these Chapter 11 Casesin accordance with the Bankruptcy Code and the Bankruptcy Rules in theform and manner directed by the Debtors and/or the Court, including, ifapplicable: (i) notice of the commencement of these Chapter 11 Cases andthe initial meeting of creditors under section 341(a) of the Bankruptcy Code(as applicable); (ii) notices of transfers of claims; (iii) notices of objectionsto claims and objections to transfers of claims; (iv) notice of any auction orsale proceeding; (v) notices of any hearings on a disclosure statement andconfirmation of a plan or plans of reorganization, including underBankruptcy Rule 3017(d); (vi) notice of the effective date of any plan orplans; and (vii) all other notices, orders, pleadings, publications, and otherdocuments as the Debtors or the Court may deem necessary or appropriatefor an orderly administration of these Chapter 11 Cases; b. If applicable, maintain an official copy of the Debtors’ schedules of assetsand liabilities and statements of financial affairs listing the Debtors’ knowncreditors and the amounts owed thereto; c. Maintain (i) a list of all potential creditors, equity holders, and other partiesin interest and (ii) a “core” mailing list consisting of all parties described inBankruptcy Rules 2002(i), (j), and (k) and those parties that have filed anotice of appearance pursuant to Bankruptcy Rule 9010; update said listsand make said lists available upon request by a party in interest or the Clerk(within forty-eight (48) hours); d. Furnish a notice to all potential creditors of the last date for the filing ofproofs of claim and a form for the filing of a proof of claim;8924063.4

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e. Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. For all notices, motions, orders, and other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service that includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. Process all proofs of claim received, including those received by the Clerk, check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. Maintain an electronic platform for purposes of filing proofs of claim; i. Maintain the official claims register for the Debtors (the “Claims Register”) on behalf of the Clerk; upon the Clerk’s request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vi) any disposition of the claim; j. Provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; k. Implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original proofs of claim; l. Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); m. File a quarterly updated claims register with the Court in alphabetical and numerical order. If there has been no claims activity, file a Certification of No Claim Activity. n. Relocate, by messenger or overnight delivery, all of the Court-filed proofs of claim to Epiq’s offices, not less than weekly; o. Upon completion of the docketing process for all claims received to date for each Case, turn over to the Clerk copies of the Claims Register for the Clerk’s review (upon the Clerk’s request); 8924063.4

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p. Monitor the Court’s docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register and any service or mailing lists, including to identify and eliminate duplicate names and addresses from such lists; q. Identify and correct any incomplete or incorrect addresses in any mailing or service lists; r. Assist in the dissemination of information to the public and respond to requests for administrative information regarding these Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; s. Monitor the Court’s docket in these Chapter 11 Cases and, when filings are made in error or containing errors, alert the filing party of such error and work with such party to correct any such error; t. If these Chapter 11 Cases are converted to chapter 7 of the Bankruptcy Code, contact the Clerk’s office within three (3) days of the notice to Epiq of entry of the order converting these Chapter 11 Cases; u. Thirty (30) days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Epiq as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these Chapter 11 Cases; v. Within fourteen (14) days of notice to Epiq of entry of an order dismissing or converting these Chapter 11 Cases or within twenty-eight (28) days of entry of a final decree closing these Chapter 11 Cases, (a) forward to the Clerk an electronic version of all imaged claims, (b) upload the creditor mailing list into CM/ECF and (c) docket a final claims register. If these Chapter 11 Cases are jointly-administered, one combined register shall be docketed in the lead case containing claims of all the chapter 11 cases; and w. At the close of these Chapter 11 Cases, (i) box and transport all original documents, in proper format, as provided by the Clerk’s office, to (A) the Philadelphia Federal Records Center, 14470 Townsend Road, Philadelphia, PA 19154-1096 or (B) any other location requested by the Clerk’s office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. 9. The Claims Register shall be open to the public for examination without charge during regular business hours and on a case-specific website maintained by Epiq. 8924063.4

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COMPENSATION 10. The Debtors are proposing to compensate Epiq for the Claims and NoticingServices set forth above in accordance with the pricing schedule attached to the Retention Agreement. The Debtors respectfully request that the undisputed fees and expenses incurred by Epiq in the performance of the Claims and Noticing Services be treated as administrative expenses of the Debtors’ chapter 11 estates pursuant to 28 U.S.C. § 156(c) and 11 U.S.C. § 503(b)(l)(A) and be paid in the ordinary course of business without further application to or order of the Court. 11. Epiq agrees to maintain records of all Claims and Noticing Services,including dates, categories of Claims and Noticing Services, fees charged, and expenses incurred, and to serve monthly invoices on the Debtors, the U.S. Trustee, counsel for the Debtors, counsel for any statutory committee, and any party in interest that specifically requests service of the monthly invoices. If any dispute arises relating to the Retention Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute. If resolution is not achieved, the parties may seek resolution of the matter from the Court. 12. Before the Petition Date, the Debtors provided Epiq a retainer in the amountof $10,000. Epiq seeks to first apply the retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount, and thereafter, to hold the retainer as security of payment of Epiq’s final invoice for services rendered and expenses incurred in performing the Claims and Noticing Services. 13. Additionally, under the terms of the Engagement Agreement, the Debtorshave agreed to indemnify, defend, and hold harmless Epiq and its members, directors, officers, employees, representatives, affiliates, consultants, subcontractors, and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely 8924063.4

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from Epiq’s gross negligence or willful misconduct or as otherwise provided in the Engagement Agreement or Order. The Debtors believe that such indemnification obligation is customary, reasonable, and necessary to retain the services of a Claims and Noticing Agent in these Chapter 11 Cases. EPIQ’S DISINTERESTEDNESS 14. Although the Debtors do not propose to employ Epiq under section 327 ofthe Bankruptcy Code pursuant to this Section 156(c) Application (such retention will be sought by separate application), Epiq has nonetheless reviewed its electronic database to determine whether it has any relationships with the creditors and parties in interest provided by the Debtors, and, to the best of the Debtors’ knowledge, information, and belief, and except as disclosed in the Hunt Declaration, Epiq has represented that it neither holds nor represents any interest materially adverse to the Debtors’ estates in connection with any matter on which it would be employed. 15. Moreover, in connection with its retention as Claims and Noticing Agent,Epiq represents in the Hunt Declaration, among other things, that: a. Epiq is not a creditor of the Debtors; b. Epiq will not consider itself employed by the United States government andshall not seek any compensation from the United States government in itscapacity as the Claims and Noticing Agent in these Chapter 11 Cases;c. By accepting employment in these Chapter 11 Cases, Epiq waives anyrights to receive compensation from the United States government inconnection with these Chapter 11 Cases; d. In its capacity as the Claims and Noticing Agent in these Chapter 11 Cases,Epiq will not be an agent of the United States and will not act on behalf ofthe United States; e. Epiq will not employ any past or present employees of the Debtors inconnection with its work as the Claims and Noticing Agent in these Chapter11 Cases; 8924063.4

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f. Epiq is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged; g. In its capacity as Claims and Noticing Agent in these Chapter 11 Cases, Epiq will not intentionally misrepresent any fact to any person; h. Epiq shall be under the supervision and control of the Clerk’s office with respect to the receipt and recordation of claims and claim transfers; i. Epiq will comply with all requests of the Clerk’s office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. § 156(c); and j. None of the services provided by Epiq as Claims and Noticing Agent in these Chapter 11 Cases shall be at the expense of the Clerk’s office. 16. Epiq will supplement its disclosure to the Court if any facts or circumstances are discovered that would require such additional disclosure. BASIS FOR RELIEF REQUESTED 17. The Court is permitted to appoint Epiq as Claims and Noticing Agent in these Chapter 11 Cases. Pursuant to 28 U.S.C. § 156(c), the Court is authorized to utilize agents and facilities other than the Clerk for the administration of bankruptcy cases. Specifically, 28 U.S.C. § 156(c) provides, in relevant part, as follows: Any court may utilize facilities or services, either on or off the court’s premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States. 11 U.S.C. § 105(a). Moreover, Bankruptcy Rule 2002, which regulates the notices that must be provided to creditors and other parties in interest in a bankruptcy case, provides that the Court may direct that a person other than the Clerk give notice of the various matters described therein. See Fed. R. Bankr. P. 2002. In addition, Local Rule 2002-1(f) provides that “[u]pon motion of the 8924063.4

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debtors or trustee, at any time without notice or hearing, the Court may authorize the retention of a notice and/or claims clerk under 28 U.S.C. § 156(c).” Del. Bankr. L.R. 2002-1(f). 18. The appointment of Epiq as Claims and Noticing Agent will help to expedite and more efficiently facilitate the administration of these Chapter 11 Cases, and will relieve the Clerk’s office of administrative burdens. For these reasons, the Debtor’ respectfully submit that Epiq’s appointment as Claims and Noticing Agent is necessary and in the best interests of the Debtors and their estates and will serve to maximize the value of the Debtors’ estates for all stakeholders. COMPLIANCE WITH CLAIMS AGENT PROTOCOL 19. The Debtors’ selection of Epiq to act as the Claims and Noticing Agent has satisfied the Claims Agent Protocol in that the Debtors have obtained and reviewed engagement proposals from at least two other court-approved claims and noticing agents to ensure selection through a competitive process. Moreover, the Debtors submit, based on all engagement proposals obtained and reviewed, that Epiq’s rates are competitive and reasonable given Epiq’s quality of services and expertise. RELIEF AS OF PETITION DATE IS APPROPRIATE 20. In accordance with the Debtors’ request, Epiq has agreed to serve as Claims and Noticing Agent on and after the Petition Date with assurances that the Debtors would seek approval of its employment and retention, effective as of the Petition Date, so that Epiq can be compensated for services rendered before approval of this Section 156(c) Application. No party in interest will be prejudiced by the granting relief as of the Petition Date as proposed in this Section 156(c) Application, because Epiq has provided and continues to provide valuable services to the Debtors’ estates during the interim period. 8924063.4

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21. Accordingly, the Debtors respectfully request entry of the Proposed Orderauthorizing the Debtors to retain and employ Epiq as Claims and Noticing Agent effective as of the Petition Date. NOTICE 22. Notice of this Section 156(c) Application has been given to (i) the U.S. Trustee; (ii) counsel to Fifth Third Bank, National Association; (iii) holders of the twenty (20) largest unsecured claims on a consolidated basis against the Debtors; (iv) the Office of the United States Attorney General for the District of Delaware; (v) the Internal Revenue Service; (vi) the Securities Exchange Commission; and (vii) any party that has requested notice pursuant to Bankruptcy Rule 2002. Notice of this Motion and any order entered hereon will be served in accordance with Local Rule 9013-1(m). The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. CONCLUSION WHEREFORE, the Debtors request the entry of the Proposed Order, granting the relief requested herein and such other and further relief as is just and proper. Dated: January 15, 2022 Respectfully submitted, BHCosmetics Holdings, LLC, et al., Debtors and Debtors in Possession /s/ Spencer M. Ware Spencer M. Ware Chief Restructuring Officer 8924063.4

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EXHIBIT A Proposed Order 8924063.4

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BHCOSMETICS HOLDINGS, LLC, et al.,1 Case No. 22-10050 (____) Debtors. (Jointly Administered) ORDER APPOINTING EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT EFFECTIVE AS OF THE PETITION DATE Upon consideration of the application (the “Section 156(c) Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order, pursuant to 28 U.S.C. § 156(c), section 105(a) of the Bankruptcy Code, Bankruptcy Rule 2002, and Local Rule 2002-1(f), appointing Epiq Corporate Restructuring, LLC (“Epiq”) as the Claims and Noticing Agent in these Chapter 11 Cases, effective as of the Petition Date, to, among other things, (a) distribute required notices to parties in interest, (b) receive, maintain, docket, and otherwise administer the proofs of claim filed in these Chapter 11 Cases, and (c) provide such other administrative services as required by the Debtors that would fall within the purview of services to be provided by the Clerk’s office, all as more fully set forth in the Section 156(c) Application; and this Court having jurisdiction to consider the Section 156(c) Application and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012; and consideration of the Section 156(c) Application and the requested relief being a core 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: BHCosmetics Holdings, LLC (7827); BHCosmetics Intermediate, LLC (2918); BHCosmetics, LLC (9106); and Visceral Agency LLC (9266). The Debtors’ service address for purposes of these chapter 11 cases is 8161 Lankershim Blvd., North Hollywood, CA 91605. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Section 156(c) Application. 8924063.4

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proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Section 156(c) Application having been provided to the Notice Parties under the circumstances, and it appearing that no other or further notice need be provided; and upon the First Day Declaration and the Hunt Declaration; and this Court having determined that the legal and factual bases set forth in the Section 156(c) Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Section 156(c) Application is GRANTED, as set forth herein. 2. Notwithstanding the terms of the Retention Agreement attached to theSection 156(c) Application, the Section 156(c) Application is granted solely as set forth in this Order and solely with respect to the Claims Management and Noticing services set forth in the Services Schedule attached to the Retention Agreement. 3. Pursuant to 28 U.S.C. § 156(c), section 105(a) of the Bankruptcy Code,Bankruptcy Rule 2002, and Local Rule 2002-1(f), the Debtors are authorized to retain Epiq as Claims and Noticing Agent in these Chapter 11 Cases, effective as of the Petition Date, under the terms of the Retention Agreement, and Epiq is authorized and directed to perform the Claims and Noticing Services and to receive, maintain, record, and otherwise administer the proofs of claim filed in these Chapter 11 Cases, and perform all related tasks as set forth in the Section 156(c) Application. 4. Epiq shall serve as the custodian of court records and shall be designated asthe authorized repository for all proofs of claim filed in these Chapter 11 Cases, and is authorized and directed to maintain the official Claims Register for the Debtors, to provide public access to 8924063.4

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every proof of claim unless otherwise ordered by this Court, and to provide the Clerk with a certified duplicate thereof upon request of the Clerk. 5. Epiq is authorized and directed to obtain a post office box or address for the receipt of proofs of claim. 6. Epiq is authorized to take such other actions as required to comply with all duties set forth in the Section 156(c) Application and this Order. 7. Epiq shall comply with all requests of the Clerk and the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. § 156(c). 8. Without further order of this Court, the Debtors are authorized to compensate Epiq in accordance with the terms and conditions of the Retention Agreement upon receipt of reasonably detailed monthly invoices setting forth the services provided by Epiq and the rates charged for each, and to reimburse Epiq for all reasonable and necessary expenses it may incur, upon the presentation of appropriate documentation, without the need for Epiq to file fee applications or otherwise seek Court approval for the compensation of its services and reimbursement of its expenses as the Claims and Noticing Agent. 9. Epiq shall maintain records of all services showing dates, categories of services, fees charged, and expenses incurred, and shall serve monthly invoices on the Debtors, the U.S. Trustee, counsel for the Debtors, counsel for any statutory committee, and any party in interest that specifically requests service of the monthly invoices. 10. The parties shall meet and confer in an attempt to resolve any dispute that may arise relating to the Retention Agreement or monthly invoices, and the parties may seek resolution of the matter from this Court if resolution is not achieved. 8924063.4

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11. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, Epiq’s fees andexpenses incurred in connection with the Claims and Noticing Services shall be an administrative expense of the Debtors’ chapter 11 estates. 12. Epiq may apply its retainer to all prepetition invoices, which retainer shallbe replenished to the original retainer amount of $10,000, and thereafter, Epiq may hold the retainer during these Chapter 11 Cases as security of payment of Epiq’s final invoice for services rendered and expenses incurred in performing the Claims and Noticing Services. 13. The Debtors are authorized to indemnify Epiq under the terms of theRetention Agreement, subject to the following modifications: a. Epiq shall not be entitled to indemnification, contribution, orreimbursement pursuant to the Retention Agreement for services other thanthe Claims and Noticing Services provided under the Retention Agreement,unless such services and the indemnification, contribution, orreimbursement therefor are approved by this Court; b. Notwithstanding anything to the contrary in the Retention Agreement, theDebtors shall have no obligation to indemnify Epiq, or provide contributionor reimbursement to Epiq, for any claim or expense that is either: (i)judicially determined (the determination having become final) to havearisen from Epiq’s gross negligence, willful misconduct, or fraud; (ii) for acontractual dispute in which the Debtors allege the breach of Epiq’scontractual obligations if this Court determines that indemnification,contribution, or reimbursement would not be permissible pursuant to In reUnited Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled priorto a judicial determination under (i) or (ii), but determined by this Court,after notice and a hearing, to be a claim or expense for which Claims andNoticing Agent should not receive indemnity, contribution, orreimbursement under the terms of the Retention Agreement as modified bythis Order; c. If, before the earlier of (i) the entry of an order confirming a chapter 11 planin these Chapter 11 Cases (that order having become a final order no longersubject to appeal) or (ii) the entry of an order closing these Chapter 11Cases, Epiq believes that it is entitled to the payment of any amounts by theDebtors on account of the Debtors’ indemnification, contribution, and/orreimbursement obligations under the Retention Agreement (as modified bythis Order), including without limitation the advancement of defense costs,Epiq must file an application therefor in this Court, and the Debtors may8924063.4

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not pay any such amounts to Epiq before the entry of an order by this Court approving the payment. This paragraph is intended only to specify the period of time under which this Court shall have jurisdiction over any request for fees and expenses by Epiq for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors’ obligation to indemnify Epiq. All parties in interest shall retain the right to object to any demand by Epiq for indemnification, contribution, or reimbursement. 14. Notwithstanding anything to the contrary in the Retention Agreement, during these Chapter 11 Cases, the limitation of liability contained in paragraph 8 of the Agreement shall be given no effect. 15. In the event Epiq is unable to provide the Claims and Noticing Services, Epiq shall immediately notify the Clerk and the Debtors’ counsel and cause all original proofs of claim and computer information to be turned over to another claims and noticing agent with the advice and consent of the Clerk and the Debtors’ counsel. 16. The Debtors may submit a separate retention application, pursuant to section 327 of the Bankruptcy Code and/or any applicable law, for services that are to be performed by Epiq but are not specifically authorized by this Order. 17. Epiq shall not cease providing Claims and Noticing Services during these Chapter 11 Cases for any reason, including nonpayment, without an order of this Court. 18. In the event of any inconsistency between the Retention Agreement, the Section 156(c) Application, and this Order, this Order shall govern. 19. The Debtors and Epiq are authorized to take all action necessary to effectuate the relief granted in this Order. 20. This Court shall retain jurisdiction and power to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. 8924063.4

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EXHIBIT B Hunt Declaration 8924063.4

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BHCOSMETICS HOLDINGS, LLC, et al.,1 Case No. 22-10050 (____) Debtors. (Joint Administration Requested) DECLARATION OF BRIAN HUNT IN SUPPORT OF DEBTORS’ APPLICATION FOR AN ORDER APPOINTING EPIQ CORPORATE RESTRUCTURING, LLC AS CLAIMS AND NOTICING AGENT EFFECTIVE AS OF THE PETITION DATE I, Brian Hunt, being duly sworn, state the following under penalty of perjury and that the following is true to the best of my knowledge, information, and belief: 1. I am a Consulting Director with Epiq Corporate Restructuring, LLC(“Epiq”), with offices located at 777 3rd Ave., 12th Floor, New York, NY 10017. I am authorized to submit this declaration in support of the Debtors’ Application for an Order Appointing Epiq Corporate Restructuring, LLC as Claims and Noticing Agent Effective as of the Petition Date (the “Section 156(c) Application”).2 Except as otherwise noted, I have personal knowledge of the matters set forth herein, and if called and sworn as a witness, I could and would testify competently thereto. 2. Epiq is one of the country’s leading chapter 11 administrators, withsignificant expertise in noticing, claims administration, soliciting, balloting, and facilitating other administrative aspects of chapter 11 cases. Epiq has acted as the claims and noticing agent in 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: BHCosmetics Holdings, LLC (7827); BHCosmetics Intermediate, LLC (2918); BHCosmetics, LLC (9106); and Visceral Agency LLC (9266). The Debtors’ service address for purposes of these chapter 11 cases is 8161 Lankershim Blvd., North Hollywood, CA 91605. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Section 156(c) Application. 8924063.4

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numerous recent cases of varying size and complexity, including several recent cases filed in this District.3 3. As agent and custodian of the Court records pursuant to 28 U.S.C. § 156(c), Epiq will perform, at the request of the Clerk’s office, the claims and noticing services specified in the Section 156(c) Application and Retention Agreement. In addition, at the Debtors’ request, Epiq will perform such other claims and noticing services specified in the Section 156(c) Application. For the avoidance of doubt, pursuant to the Retention Agreement, Epiq will perform the Claims and Noticing Services for the Debtors in these Chapter 11 Cases. 4. Subject to Court approval, the Debtors have agreed to compensate Epiq for professional services rendered pursuant to 28 U.S.C. §156(c) in connection with these Chapter 11 Cases according to the terms and conditions of the Retention Agreement. Payments are to be based upon the submission of a billing statement by Epiq to the Debtors after the end of each calendar month, which shall include a detailed listing of services and expenses. Epiq has received a $10,000 retainer from the Debtors and will first apply the retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount of $10,000 and, thereafter, to hold the retainer as security of payment of Epiq’s final invoice for services rendered and expenses incurred in performing the Claims and Noticing Services. 3 See, e.g., In re Teligent, Inc., 21-11332 (KBO) (Oct. 14, 2021); Southland Royalty Co. LLC, Case No. 20-10158 (KBO) (Jan. 27, 2021); In re RUI Holding Corp., Case No. 19-11509, (JTD) (Bankr. D. Del. Jul. 7, 2019); In re THG Holdings LLC, Case No. 19-11689 (JTD) (Bankr. D. Del. Jul 30, 2019); In re HDR Holding, Inc., Case No. 19-11396 (MFW) (Bankr. D. Del. Jun. 24, 2019); In re Joerns WoundCo Holdings, Inc., Case No. 19-11401 (JTD) (Bankr. D. Del. June 24, 2019); In re Insys Therapeutics, Inc., Case No. 19-11292 (KG) (Bankr. D. Del. Jun 10, 2019); In re Kona Grill, Inc., Case No. 19-10953 (CSS) (Bankr. D. Del. Apr. 30, 2019); In re WMC Mortgage, LLC, Case No. 19-10879 (CSS) (Bankr. D. Del. Apr. 23, 2019); In re F+W Media, Inc., Case No. 19-10479 (KG) (Bankr. D. Del. Mar. 10, 2019); In re Avadel Specialty Pharms., LLC, Case No. 19-10248 (CSS) (Bankr. D. Del. Feb 06, 2019); In re HCR ManorCare, Inc., Case No. 18-10467 (KG) (Bankr. D. Del. Mar. 6, 2018); In re Herald Media Holdings, Inc., Case No. 17-12881 (LSS) (Bankr. D. Del. Dec. 8, 2017); and In re Maurice Sporting Goods, Inc., Case No. 17-12481 (CSS) (Bankr. D. Del. Nov. 20, 2017). 8924063.4

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5. Epiq represents, among other things, the following: a. Epiq is not a creditor of the Debtors; b. Epiq will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the Claims and Noticing Agent in these Chapter 11 Cases; c. By accepting employment in these Chapter 11 Cases, Epiq waives any rights to receive compensation from the United States government in connection with these Chapter 11 Cases; d. In its capacity as the Claims and Noticing Agent in these Chapter 11 Cases, Epiq will not be an agent of the United States and will not act on behalf of the United States; e. Epiq will not employ any past or present employees of the Debtors in connection with its work as the Claims and Noticing Agent in these Chapter 11 Cases; f. Epiq is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged; g. In its capacity as Claims and Noticing Agent in these Chapter 11 Cases, Epiq will not intentionally misrepresent any fact to any person; h. Epiq shall be under the supervision and control of the Clerk’s office with respect to the receipt and recordation of claims and claim transfers; i. Epiq will comply with all requests of the Clerk’s office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. § 156(c); and j. None of the services provided by Epiq as Claims and Noticing Agent in these Chapter 11 Cases shall be at the expense of the Clerk’s office. 6. Although the Debtors do not propose to retain Epiq under section 327 of the Bankruptcy Code pursuant to the Section 156(c) Application (such retention will be sought by separate application), I caused to be submitted for review by our conflicts system the names of identified potential parties in interest (the “Potential Parties in Interest”) in these Chapter 11 Cases. The list of Potential Parties in Interest was provided by the Debtors and is attached hereto as Schedule I. Epiq is not aware of any relationship that would present a disqualifying conflict of 8924063.4

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interest. To the extent that Epiq’s conflicts check has revealed that certain Potential Parties in Interest were current or former clients of Epiq within the past three years, these parties have been identified on a list annexed hereto as Schedule II (the “Client Match List”). However, given Epiq’s neutral position as claims and noticing agent or administrative advisor for any parties listed on the Client Match List, Epiq does not view such relationships as real or potential conflicts. Further, to the best of my knowledge, any such relationship between Epiq and any parties on the Client Match List is completely unrelated to these Chapter 11 Cases. 7. In addition, to the best of my knowledge, none of Epiq’s employees are related to bankruptcy judges in the District of Delaware, the United States Trustee for Region 3, any attorney known by Epiq to be employed in the Office of the United States Trustee serving the District of Delaware, or are equity security holders of the Debtors. 8. To the best of my knowledge, and based solely upon information provided to me by the Debtors, and except as provided herein, neither Epiq, nor any of its professionals, has any adverse connection to the Debtors, their creditors, or other relevant parties. Epiq may have relationships with certain of the Debtors’ creditors as vendors or in connection with cases in which Epiq serves or has served in a neutral capacity as claims and noticing agent and/or administrative advisor for other chapter 11 debtors. 9. Epiq is a wholly owned subsidiary of Epiq Systems, Inc., which is corporate parent to certain companies that provide integrated technology products and services to the legal profession for electronic discovery, class action settlements, financial transactions, chapter 7 and 13 bankruptcy, litigation, and regulatory compliance. Given the legal and operational separateness of Epiq from its affiliates and the administrative nature of the services performed by such 8924063.4

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companies, Epiq does not believe that a conflict would arise solely from any relationship or claim of an Epiq affiliate or its corporate parent. 10. Epiq Systems, Inc., is a wholly owned subsidiary of Document Technologies, LLC (“DTI”), a global legal process outsourcing company, which is an ultimate wholly owned subsidiary of DTI Topco, Inc. (“DTI Topco”). DTI Topco is a privately-held entity with majority ownership held by OMERS Administration Corporation (“OAC”), the administrator of the OMERS pension funds, and managed by OMERS Private Equity Inc. (which together with OAC are referred to as “OMERS”), and funds managed by Harvest Partners, LP, (“Harvest”) a leading private equity investment firm. 11. Neither DTI, DTI Topco, OMERS nor Harvest are currently identified on the Potential Parties in Interest list. However, the following disclosure is made out of an abundance of caution and in an effort to comply with the Bankruptcy Code and Bankruptcy Rules. 12. Designees of OMERS and Harvest are members of the Board of Directors of DTI Topco (“Parent Board Designees”). No designees of OMERS or Harvest are members of the Board of Directors of DTI or Epiq, or any other subsidiaries of DTI. Further, Epiq has the following restrictions in place: (i) prior to the Debtors commencing these Chapter 11 Cases, Epiq did not share the names or any other information identifying the Debtors with DTI, DTI Topco, OMERS, Harvest, or the Parent Board Designees; (ii) Epiq has not and will not furnish any material nonpublic information about the Debtors to DTI, DTI Topco, OMERS, Harvest, or the Parent Board Designees; (iii) no DTI, DTI Topco, OMERS or Harvest personnel, including the Parent Board Designees, work on Epiq client matters or have access to Epiq client information, client files, or client personnel; (iv) no DTI, DTI Topco, OMERS or Harvest personnel, including the Parent Board Designees, work in Epiq’s offices; (v) other than the Parent Board Designees, 8924063.4

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Epiq operates independently from DTI, DTI Topco, OMERS and Harvest, including that it does not share any employees, officers, or other management with OMERS or Harvest, has separate offices in separate buildings, and has separate IT systems; and (vi) no Epiq executive or employee is a director, officer, or employee of OMERS or Harvest (or vice versa other than the Parent Board Designees). 13. Epiq has searched the names of DTI, DTI Topco, OMERS and Harvest against the Debtors and the Potential Parties in Interest list provided by the Debtors. Based solely on the foregoing search, Epiq has determined, to the best of its knowledge, that there are no connections. Because of any applicable securities laws and the fact that Epiq operates independently from DTI, DTI Topco, OMERS and Harvest, prior to the Petition Date, Epiq was unable to further investigate with either OMERS or Harvest, to the extent necessary, any potential or actual connection between either OMERS or Harvest and the Debtors and the Potential Parties in Interest. 14. Epiq has working relationships with certain of the professionals retained by the Debtors and other parties herein, but such relationships are completely unrelated to these Chapter 11 Cases. Epiq has represented, and will continue to represent, clients in matters unrelated to these Chapter 11 Cases, and has had, and will continue to have, relationships in the ordinary course of its business with certain professionals in connection with matters unrelated to these Chapter 11 Cases. 15. Epiq has not been retained to assist any entity or person other than the Debtors on matters relating to, or in connection with, these Chapter 11 Cases. If Epiq’s proposed retention is approved by the Court, Epiq will not accept any engagement or perform any service for any entity or person other than the Debtors in these Chapter 11 Cases. 8924063.4

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16. Based on the foregoing, I believe Epiq is a “disinterested person” as that term is referenced in section 327(a) of the Bankruptcy Code and as defined in section 101(14) of the Bankruptcy Code. Moreover, to the best of my knowledge, neither Epiq nor any of its partners or employees hold or represent any interest adverse to the Debtors’ estates with respect to any matter upon which Epiq is to be engaged. I declare under penalty of perjury that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct. Dated: January 15, 2022 /s/ Brian Hunt Brian Hunt Consulting Director Epiq Corporate Restructuring, LLC 8924063.4

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SCHEDULE I Potential Parties in Interest 8924063.4

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SCHEDULE II Client Match List
Table 1 on page 28. Back to List of Tables
Name Relationship to Debtors
American International Group, Inc. Insurance
Comptroller of Public Accounts – Texas Taxing Authorities
Facebook Unsecured Vendors
Google LLC Unsecured Vendors
Liberty Mutual Insurance Insurance
MidOcean Partners Equity
Southern California Gas Company Utilities
State of Delaware Taxing Authorities
State of Michigan Taxing Authorities
State of New Jersey Taxing Authorities
State of Ohio Taxing Authorities
State of Rhode Island Taxing Authorities
State of Washington Taxing Authorities
The Hanover Insurance Company Insurance
Travelers Insurance
Travelers Property Casualty Company of America Insurance
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EXHIBIT C Retention Agreement 8924063.4

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