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Station Flachs Declaration ISO Moelis 5Th and Final Fee App.DOC Case 09-52477-gwz Doc 3565 Entered 07/12/11 14:01:02 Page 1 of 10 1 BRETT A. AXELROD, ESQ. Electronically Filed July 12, 2011 Nevada Bar No. 5859 2 ANNE M. LORADITCH, ESQ. 3 Nevada Bar No. 8164 MICAELA RUSTIA, ESQ. 4 Nevada Bar No. 9676 FOX ROTHSCHILD LLP 5 3800 Howard Hughes Pkwy Suite 500 6 Las Vegas, Nevada 89169 7 Telephone: (702) 262-6899 Facsimile: (702) 597-5503 8 Email: [email protected] [email protected] 9 [email protected] 10 Nevada Counsel for the Official Committee of Unsecured Creditors 11 12 UNITED STATES BANKRUPTCY COURT 13 DISTRICT OF NEVADA 14 In re: 15 Chapter 11 1 16 STATION CASINOS, INC. Case Nos. BK-09-52470-GWZ through BK-09-52487-GWZ 17 Jointly Administered under BK 09-52477 18 19 DECLARATION OF ROBERT FLACHS IN SUPPORT OF THE FIFTH INTERIM AND 20 FINAL APPLICATION FOR PAYMENT OF FEES AND EXPENSES FOR MOELIS & 21 COMPANY LLC, FINANCIAL ADVISOR 22 AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED 23 CREDITORS 24 25 Hearing Date: August 9, 2011 Hearing Time: 1:30 p.m. Pacific Time 26 Place: 300 Booth Street Reno, NV 89509 27 28 1 The debtors in these jointly administered chapter 11 cases are: (i) Station Casinos, Inc.; Northern NV Acquisitions, LLC; Reno Land Holdings, LLC; River Central, LLC; Tropicana 2450084. Case 09-52477-gwz Doc 3565 Entered 07/12/11 14:01:02 Page 2 of 10 1 TO THE HONORABLE GREGG W. ZIVE AND ALL PARTIES IN INTEREST: 2 I, Robert Flachs, declare under penalty of perjury as follows: 3 1. I am a Managing Director at Moelis & Company LLC (“Moelis”), located at 1999 4 Ave. of the Stars, Ste. 1900, Los Angeles, CA 90067. I am over the age of 18, have personal 5 knowledge of the facts in this matter, and if called upon to testify, could and would do so. 6 2. This Declaration is submitted in support of the Fifth Interim and Final Application 7 for Payment of Fees and Expenses for Moelis & Company LLC, Financial Advisor and Investment 8 Banker to the Official Committee of Unsecured Creditors (the “Final Fee Application”).2 9 3. I am one of the Moelis professionals principally responsible for rendering service 10 to the Official Committee of Unsecured Creditors (the “Creditors’ Committee”). The other senior 11 professionals are William Derrough, managing director; and Barak Klein, senior vice president. 12 4. On July 28, 2009 (the “Petition Date”), the SCI Debtors filed voluntary petitions 13 for relief under Chapter 11 of the Bankruptcy Code. 14 5. Prior to the Petition Date, Moelis was asked to represent the ad hoc committee 15 (“AHC”) of SCI’s senior and subordinated noteholders. Prior to the Petition Date, Moelis 16 received payment totaling $1,309,033.64 for professional services rendered to the AHC prior to 17 the SCI Debtors filing bankruptcy petitions. 18 19 Station, LLC; FCP Holding, Inc.; FCP Voteco, LLC; Fertitta Partners LLC; FCP MezzCo Parent, 20 LLC; FCP; MezzCo Parent Sub, LLC; FCP MezzCo Borrower VII, LLC; FCP MezzCo Borrower VI, LLC; FCP MezzCo Borrower V, LLC; FCP MezzCo Borrower IV, LLC; FCP MezzCo 21 Borrower III, LLC; FCP MezzCo Borrower II, LLC; FCP MezzCo Borrower I, LLC; FCP PropCo, LLC; and GV Ranch Station, Inc. (collectively, the “SCI Debtors”), (ii) Auburn 22 Development, LLC; Boulder Station, Inc.; Centerline Holdings, LLC; Charleston Station, LLC; CV HoldCo, LLC; Durango Station, Inc.; Fiesta Station, Inc.; Fresno Land Acquisitions, LLC; 23 Gold Rush Station, LLC; Green Valley Station, Inc.; GV Ranch Station, Inc.; Inspirada Station, LLC; Lake Mead Station, Inc.; LML Station, LLC; Magic Star Station, LLC; Palace Station Hotel 24 & Casino, Inc.; Past Enterprises, Inc.; Rancho Station, LLC; Santa Fe Station, Inc.; SC Durango Development LLC; Sonoma Land Holdings, LLC; Station Holdings, Inc.; STN Aviation, Inc.; 25 Sunset Station,Inc.; Texas Station, LLC; Town Center Station, LLC; Tropicana Acquisitions, LLC; Tropicana Station, Inc.; and Vista Holdings, LLC (collectively, the “Subsidiary Debtors”), 26 (iii) Aliante Gaming, LLC, Aliante Holding, LLC, and Aliante Station, LLC (collectively, the “Aliante Debtors”), and (iv) Green Valley Ranch Gaming, LLC (“GVR”). This pleading only 27 involves the SCI Debtors. 2 28 Unless otherwise defined herein, capitalized terms shall the same meaning ascribed in the Final Fee Application. 2450084. - 2 - Case 09-52477-gwz Doc 3565 Entered 07/12/11 14:01:02 Page 3 of 10 1 6. Subsequently, on August 13, 2009, the United States Trustee (“UST”) appointed 2 the Creditors’ Committee, whose constituency subsumed the AHC and its constituency. 3 7. The entities appointed to serve on the Creditors’ Committee included (i) Fidelity 4 Management & Research Company (“Fidelity”), (ii) Law Debenture Trust Company of New 5 York, (iii) Serengeti Asset Management, LP, (iv) Western Asset Management Company, and (v) 6 Oaktree Capital Management, LP, who later resigned from the Committee. On August 24, 2009, 7 the Committee elected Fidelity chair of the Committee. On August 25, 2009, the UST appointed 8 Wilmington Trust Company to the Committee. 9 8. The Creditors’ Committee formally engaged Moelis to serve the Creditors’ 10 Committee as financial advisor and investment banker during the pendency of the Cases, which 11 engagement was subject to Court approval. 12 9. The Creditors’ Committee, through an engagement letter (the “Engagement 13 Letter”), agreed that Moelis, in return for acting as financial advisor and investment banker to the 14 Creditors’ Committee, would be entitled to a monthly payment of $200,000 from the SCI Debtors’ 15 estates and payment of expenses. Further, the Creditors’ Committee agreed that Moelis would be 16 entitled to a success fee of $3,000,000, payable immediately upon the consummation of a plan of 17 reorganization. A copy of the Engagement Letter is attached as Exhibit “A” hereto. 18 10. By its order entered October 8, 2009 [Docket No. 469] (the “Retention Order”), the 19 Court, pursuant to 11 U.S.C. § 328, approved Moelis’ employment as financial advisor and 20 investment banker to the Committee, nunc pro tunc to August 13, 2009 on the terms set out in the 21 Engagement Letter. The Retention Order also waived the requirement that Moelis document and 22 submit its time for court approval. The Retention Order only obligated Moelis to submit support 23 for its expenses. A copy of the Retention Order is attached as Exhibit “B” hereto. 24 11. On August 7, 2009, the Court entered its Final Order Pursuant to 11 U.S.C. §§ 25 105(a) and 331, Fed. R. Bank. P. 2016 Authorizing and Establishing Procedures for Interim 26 Compensation and Reimbursement of Expenses of Professionals (the “Compensation Order”), 27 which sets forth procedures by which professionals in these Cases to be paid. [Docket No. 60]. 28 /// 2450084. - 3 - Case 09-52477-gwz Doc 3565 Entered 07/12/11 14:01:02 Page 4 of 10 1 12. On January 14, 2010, Moelis filed its First Interim Fee Application for Payment of 2 Fees and Expenses for Moelis & Company LLC, Financial Advisor and Investment Banker to the 3 Official Committee of Unsecured Creditors (the “First Interim Fee Application”) [Docket No. 4 842]. A copy of the First Interim Fee Application is attached as Exhibit “C-1” hereto. By the 5 First Interim Application, Moelis sought fees of $600,000 and expenses in the amount of 6 $22,472.13 for the period of August 13, 2009 through November 30, 2009 (the “First Interim Fee 7 Period”). 8 13. During the First Interim Period, pursuant to the Compensation Order, Moelis filed 9 monthly fee statements (“Monthly Statements”) with the Court. On October 21, 2009, Moelis 10 filed its Monthly Statement for the period from August 13, 2009 through September 30, 2009 (the 11 “September 2009 Statement”). [Docket No. 490]. A copy of the September 2009 Statement is 12 attached as Exhibit “C-2” hereto. 13 14. On November 16, 2009, Moelis filed its Monthly Statement for the period from 14 October 1, 2009 through October 31, 2009 (the “October 2009 Statement”). [Docket No. 566]. A 15 copy of the October 2009 Statement is attached as Exhibit “C-3” hereto. 16 15. On December 22, 2009, Moelis filed its Monthly Statement for the period from 17 November 1, 2009 through November 30, 2009 (the “November 2009 Statement”). [Docket No. 18 724]. A copy of the November 2009 Statement is attached as Exhibit “C-4” hereto. 19 16. On May 18, 2010, this Court entered its Order [Docket No. 1472] approving the 20 full amount of fees and expenses requested by the First Interim Fee Application (“First Interim 21 Order”). A copy of the First Interim Order is attached as Exhibit “C-5” hereto. All fees and 22 expenses allowed under the First Interim Order have been paid. 23 17. On May 17, 2010, Moelis filed its Second Interim Fee Application for Payment of 24 Fees and Expenses for Moelis & Company LLC, Financial Advisor and Investment Banker to the 25 Official Committee of Unsecured Creditors (the “Second Interim Fee Application”) [Docket No. 26 1460]. A copy of the Second Interim Fee Application is attached as Exhibit “D-1” hereto. By the 27 Second Interim Application, Moelis sought fees of $800,000 and expenses in the amount of 28 /// 2450084. - 4 - Case 09-52477-gwz Doc 3565 Entered 07/12/11 14:01:02 Page 5 of 10 1 $17,494.11 for the period of December 1, 2009 through March 31, 2010 (the “Second Interim Fee 2 Period”). 3 18. During the Second Interim Period, pursuant to the Compensation Order, Moelis 4 filed Monthly Statements with the Court.
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