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In the United States Bankruptcy Court for the District of Delaware

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In the United States Bankruptcy Court for the District of Delaware Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) MOBITV, INC., et al.,1 ) Case No. 21-10457 (LSS) ) ) (Jointly Administered) Debtors. ) ) Hearing Date: April 27, 2021 at 1:30 pm ET ) Objections Due: April 20, 2021 at 4:00 pm ET APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF PRICEWATERHOUSECOOPERS LLP AS FINANCIAL ADVISOR TO THE COMMITTEE, EFFECTIVE AS OF MARCH 19, 2021 The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”), submits this application (the “Application”) for entry of an order authorizing the employment and retention of PricewaterhouseCoopers LLP (“PwC”) as financial advisor to the Committee effective as of March 19, 2021 (the “Retention Date”) pursuant to the terms of the engagement letter (the “Engagement Letter”)2 attached hereto as Exhibit B as modified by the terms of this Application. In support of this Application, the Committee relies on the Declaration of Steven J. Fleming in Support of the Application (the “Fleming Declaration”), attached hereto as Exhibit A. In further support of this Application, the Committee respectfully states as follows: 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corporation (8357). The Debtors’ mailing address is 1900 Powell Street, 9th Floor, Emeryville, CA 94608. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Engagement Letter. 121370278.v1 Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 2 of 11 Jurisdiction and Venue 1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter 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. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b). 2. The Committee confirms its consent to the entry of a final order by the Court. 3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 4. The bases for the relief requested herein are sections 328(a), 331, and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), rules 2014(a) of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”) and rules 2014-1 of the Bankruptcy Local Rules for the District of Delaware (the “Bankruptcy Local Rules”). Background 5. On March 1, 2021 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 6. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 7. On March 15, 2021, the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the Committee pursuant to section 1102 of the Bankruptcy Code [Docket No. 86]. The Committee currently consists of three members: (i) ATEME, Inc.; (ii) BEAR Cloud Technologies Inc.; and (iii) Loma Alta Holdings, Inc. 8. On the Retention Date, the Committee selected PwC to provide financial advisory services to the Committee. 2 121370278.v1 Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 3 of 11 Relief Requested 9. The Committee seek entry of an order, substantially in the form attached hereto (the “Order”), (a) authorizing the Committee to employ and retain PwC, effective as of the Retention Date, pursuant to the terms and conditions of the Engagement Letter and subject to the limitations and modifications proposed herein and provided for in the Order, and (b) granting related relief. Facts Specific to the Relief Requested A. Qualifications 10. The Committee seeks to employ PwC to provide financial advisory services to the Committee because, among other things, the Committee understands and recognizes that PwC is a leading full-service assurance, tax, consulting and financial advisory services firm, and PwC has a wealth of experience in providing financial advisory services in restructurings and reorganizations and enjoys an excellent reputation for services it has rendered in chapter 11 cases throughout the United States. Accordingly, the Committee believes that PwC is both well qualified and uniquely able to represent it in these chapter 11 Cases in an efficient and timely manner. 11. The services of PwC are deemed necessary to enable the Committee to perform its duties and exercise its powers as set forth in Bankruptcy Code section 1103, including assessing and monitoring the efforts of the Debtors and their professional advisors to maximize the value of their estates. Further, PwC is well qualified and able to represent the Committee in a cost-effective, efficient, and timely manner. B. Scope of Services 12. As set forth in the Engagement Letter, dated March 19, 2020, the Committee seeks to engage PwC, subject to further order of the Court, to provide such advisory services to the Committee as PwC and the Committee deem appropriate and feasible over the course of these 3 121370278.v1 Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 4 of 11 chapter 11 Cases, including, but not limited to the following (collectively, the “Professional Services”):3 (a) Advise and assist the Committee in its analysis of any proposed debtor in possession financing or use of cash collateral; (b) Advise and assist the Committee in the monitoring of the Debtors’ short term cash flow, liquidity, and operating results; (c) Advise and assist the Committee in its review of financial related disclosures of the Debtors, including Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports; (d) Advise and assist the Committee in its review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; (e) Advise and assist the Committee in its review of any key employee retention and other employee benefit programs that may be proposed by the Debtors; (f) Advise and assist the Committee in its review of the Debtors’ analysis with respect to the assumption or rejection of various executory contracts and leases; (g) Advise and assist the Committee in its review of the claims reconciliation and estimation process, including an entity and priority level assessment of claims; (h) Attend meetings and assist in discussions with the Debtors, the Committee, the U.S. Trustee, and any party in interest and their respective professionals, as requested by the Committee; (i) Advise and assist the Committee in the evaluation and analysis of potential avoidance actions, including fraudulent conveyances and preferential payments or transfers; (j) Advise and assist the Committee in its assessment of restructuring alternatives and estimated recoveries, including the review of any Plan of 3 Any summary of or reference to the terms and conditions of the Engagement Letter provided in this Application is for the Court’s convenience. To the extent that any such summary or reference conflicts with the actual terms and conditions of the Engagement Letter, as the same may be limited or modified herein or the proposed order as entered by the Court, the actual terms and conditions of the Engagement Letter shall control. 4 121370278.v1 Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 5 of 11 Reorganization and related Disclosure Statement, sale transactions or other restructuring transactions proposed by the Debtors; (k) Advise and assist the Committee in its assessment of forensic or investigative reports, data, and analyses related to insider activities prepared by other professionals; (l) As requested, testify as either a “fact or percipient witness” or an “expert witness” in the Company's bankruptcy court proceedings based on PwC’s direct knowledge of the estate arising from or relating to the Services performed; and (m) Render such other general business consulting or other such assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor. 13. Should the Committee request PwC to perform additional services not contemplated by the Engagement Letter, the Committee and PwC will mutually agree upon such services and fees for those services in writing, in advance. In the event the additional services require an amendment to the Engagement Letter, PwC understands that the Committee will file with the Court and serve such agreements or amendments in accordance with the Court’s approval procedures. Provided no objection is timely filed to the proposed amendment, agreement or services, PwC will provide or continue to provide the requested services. C. Professional Compensation 14. Pursuant to the terms and conditions of the Engagement Letter, and subject to the Court’s approval, in consideration for the services to be rendered by PwC in these chapter 11 cases, the contracted for Professional Services are to be provided on an hourly fee basis. PwC has agreed to charge the following hourly rates (the “Fee and Expense Structure”): Professional Hourly Billing Rate Partner/Principal $850 Director $790 Senior Manager $695 Manager $595 Senior Associate $495 Associate $295 5 121370278.v1 Case 21-10457-LSS Doc 166 Filed 04/08/21 Page 6 of 11 15. PwC will invoice for its actual, reasonable and necessary expenses during these chapter 11 cases, including travel (and internal per-ticket charges), delivery services, applicable sales, use, excise or value-added tax, the fees and expenses of outside counsel to the extent applicable, and other expenses incurred in providing the Professional Services.
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