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CARBONLITE HOLDINGS LLC, Et Al.,1 Debtors. Chapter 11

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CARBONLITE HOLDINGS LLC, Et Al.,1 Debtors. Chapter 11 Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CARBONLITE HOLDINGS LLC, et al.,1 Case No. 21-10527 (JTD) Debtors. (Jointly Administered) Objection Deadline: May 7, 2021 at 4:00 p.m. (ET) Hearing Date: May 20, 2021 at 2:00 p.m. (ET) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CARBONLITE HOLDINGS, LLC, ET AL. FOR AN ORDER AUTHORIZING THE COMMITTEE TO RETAIN AND EMPLOY BLANK ROME LLP AS ITS CO-COUNSEL PURSUANT TO 11 U.S.C. §§ 328 AND 1103 AND FED. R. BANKR. P 2014 NUNC PRO TUNC TO MARCH 25, 2021 The Official Committee of Unsecured Creditors (the “Committee”) appointed in the chapter 11 bankruptcy cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession (the “Debtors”) hereby files this application (the “Application”) for entry of an order, pursuant to 11 U.S.C. §§ 328 and 1103 and Fed. R. Bankr. P. 2014, authorizing the retention and employment of Blank Rome LLP (“Blank Rome”) as co-counsel for the Committee nunc pro tunc to March 25, 2021. In support of the Application, the Committee relies upon the Verified Statement of Michael B. Schaedle (the “Verified Statement”) and Declaration of Vytas Gruodis (the “Gruodis Declaration”) attached hereto as Exhibit A and Exhibit B, respectively, and incorporated herein by reference, and respectfully states as follows: 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 2 of 8 JURISDICTION 1. The Court has jurisdiction over this matter under 28 U.S.C. § 1334. This is a core proceeding within the meaning of 28 U.S.C. §§ 157(b)(2). Venue of these chapter 11 cases in this district is proper under 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief sought herein are 11 U.S.C. §§ 328 and 1103, Fed. R. Bankr. P. 2014, and Local Bankruptcy Rule 2014-1. BACKGROUND 3. On March 8, 2021 (the “Petition Date”), the Debtors each filed with this Court a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to manage and operate their businesses and property as debtors in possession. No trustee or examiner has been appointed in these cases. 4. On March 23, 2021, the Office of the United States Trustee for the District of Delaware appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The current members of the Committee include: (1) Everrank Investment Group, Inc.; (2) Bantam Materials International; (3) Replenysh, Inc.; (4) rPlanet Earth Los Angeles LLC; (5) Banyan Plastics LLC; and (6) Exact Staff, Inc. See [Docket No. 118]. Bantam Materials International was appointed Chair of the Committee. 5. On March 25, 2021, the Committee, subject to Court approval, selected Hogan Lovells US LLP and Blank Rome LLP as its counsel and selected Province, LLC as its financial advisor. 2 Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 3 of 8 RELIEF REQUESTED 6. Through this Application, the Committee seeks authority to retain and employ Blank Rome as its co-counsel effective as of March 25, 2021, which is the date the Committee asked Blank Rome to begin work. BASIS FOR RELIEF REQUESTED 7. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, Effective November 1, 2013 (the “UST Guidelines”), the Committee responds to the questions set forth in Section D.1 of the UST Guidelines as follows: (a) Blank Rome did not agree to a variation of its standard or customary billing arrangement for this engagement; (b) None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; (c) Blank Rome did not represent the Committee prior to the Petition Date; and (d) Blank Rome is in the process of preparing a proposed staffing plan and budget for approval by the Committee. The Blank Rome attorneys and paraprofessionals staffed on this case, subject to modification depending upon further development, are as set forth below.2 8. With offices in Delaware, California, New York, Pennsylvania, and other locations, Blank Rome is a nationally recognized law firm with extensive experience and expertise in bankruptcy and reorganization proceedings. The Committee seeks the employment of Blank Rome to represent it as Delaware co-counsel and perform services for the Committee in connection with carrying out its fiduciary duties and responsibilities under the Bankruptcy Code 2 Blank Rome has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases, and Blank Rome fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so. 3 Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 4 of 8 consistent with section 1103(c) and other provisions of the Bankruptcy Code. Attorneys at Blank Rome have broad-based experience and a national reputation in bankruptcy and reorganization proceedings. Through Blank Rome, the Committee will have the benefit of such knowledge and experience, as well as the ability to call upon other attorneys within Blank Rome with expertise in other specialized areas relevant to these cases, as set forth more fully below. 9. By separate application, the Committee seeks authority to retain and employ Hogan Lovells US LLP (“Hogan Lovells”) as its primary or “lead” counsel. The Committee expects that Hogan Lovells will have primary responsibility for the services disclosed in its employment application filed with the Court. The Committee also expects Blank Rome will assume the duties typically performed by Delaware local counsel and will assist Hogan Lovells in this regard. Blank Rome intends to work closely with Hogan Lovells and with Province to minimize any duplication of effort among the firms. In the currently unforeseen event that a conflict arises for Hogan Lovells, Blank Rome will assume all responsibilities for that particular matter and handle it exclusively on behalf of the Committee. In addition, Blank Rome has expertise in certain practice areas, including in specialized areas concerning real estate, environmental and intellectual property law, and the Committee may elect to utilize Blank Rome’s expertise with respect to these matters. In the event the Committee elects to utilize Blank Rome’s expertise in these specialized practice areas, Blank Rome would not duplicate services rendered to the Committee by Hogan Lovells. 10. Subject to the approval of this Court, Blank Rome will charge the Committee for its legal services on an hourly basis in accordance with its ordinary and customary rates, which are in effect on the date the services are rendered, subject to periodic adjustment.3 The 3 Blank Rome historically increases its hourly billing rates for its professionals and paraprofessionals in the spring of each year. 4 Case 21-10527-JTD Doc 350 Filed 04/23/21 Page 5 of 8 Committee has been advised by Blank Rome that the current hourly rates, which will be charged in respect of the primary members of the Blank Rome engagement team for the Committee, are as follows: Stanley B. Tarr $730.00 per hour Gregory F. Vizza $680.00 per hour Jose Bibiloni $525.00 per hour B. Nelson Sproat $470.00 per hour Lawrence R. Thomas $325.00 per hour Each of Regina Stango Kelbon, the senior bankruptcy partner in our Delaware office, with a rate of $960.00 per hour and Michael B. Schaedle, another senior bankruptcy partner, with a rate of $895.00 per hour are available to assist the Committee from time to time but only upon direction. From time to time, other Blank Rome attorneys may be involved in these cases as needed. The customary hourly rates of Blank Rome, subject to change from time to time, are $540 to $1,345 for partners, $405 to $775 for associates, and $200 to $495 for paraprofessionals. In addition to the hourly rates previously referenced, Blank Rome customarily charges clients for actual and necessary costs of support services the firm provides in connection with a representation, including, without limitation, court reporters, transcripts, computerized research, filing fees, photocopying charges, long distance telephone calls, facsimile transmissions, messengers, courier mail, secretarial overtime, temporary services, travel, lodging, and catering for meetings. Some of these services are provided by Blank Rome, in which case the charges are set by Blank Rome, and others are provided by third party service providers, in which case the charges are set by the providers. Blank Rome will charge the cost of these expenses in a manner and at rates consistent with charges generally made to the firm’s other clients.
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