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James H.M. Sprayregen, P.C. Jonathan S. Henes, P.C. Christopher T. Greco Anthony R. Grossi John T. Weber KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Melissa N. Koss KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 555 California Street San Francisco, California 94104 Telephone: (415) 439-1400 Facsimile: (415) 439-1500
Proposed Counsel to the Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
) In re: ) Chapter 11 ) ANSWERS HOLDINGS, INC., et al.,1 ) Case No. 17-10496 (SMB) ) Debtors. ) (Jointly Administered) )
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND AND ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Answers Holdings, Inc. (4504); Answers Corporation (2855); Easy2 Technologies, Inc. (2839); ForeSee Results, Inc. (3125); ForeSee Session Replay, Inc. (2593); More Corn, LLC (6193); Multiply Media, LLC (8974); Redcan, LLC (7344); RSR Acquisition, LLC (2256); Upbolt, LLC (2839); and Webcollage Inc. (7771). The location of Debtor Webcollage Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is: 11 Times Square, 11th Floor, New York, New York 10018.
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The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file
this application (this “Application”) for the entry of an order (the “Order”), substantially in the
form attached hereto as Exhibit A, authorizing the Debtors to retain and employ
Kirkland & Ellis LLP and Kirkland & Ellis International LLP (collectively, “Kirkland”) as their
attorneys effective nunc pro tunc to the Petition Date (as defined herein). In support of this
Application, the Debtors submit the declaration of Jonathan S. Henes, the president of Jonathan
S. Henes, P.C., a partner of Kirkland & Ellis LLP, and a partner of Kirkland & Ellis International
LLP (the “Henes Declaration”), which is attached hereto as Exhibit B and the declaration of
Brian Mulligan, the Debtors’ Chief Financial Officer and Treasurer, which is attached hereto as
Exhibit C (the “Mulligan Declaration”). In further support of this Application, the Debtors
respectfully state as follows.
Jurisdiction and Venue
1. The United States Bankruptcy Court for the Southern District of New York
(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 Southern
District of New York, dated December 1, 2016. The Debtors confirm their consent, pursuant to
Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry
of a final order by the Court in connection with this Application to the extent that it is later
determined that the Court, absent consent of the parties, cannot enter final orders or judgments in
connection herewith consistent with Article III of the United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief requested herein are sections 327(a) and 330 of
title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and
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2016, and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of
New York (the “Local Bankruptcy Rules”).
Background
4. On March 3, 2017 (the “Petition Date”), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their
businesses and managing their properties as debtors in possession pursuant to section 1107(a)
and 1108 of the Bankruptcy Code. On March 9, 2017, the Court entered an order authorizing the
joint administration and procedural consolidation of these chapter 11 cases pursuant to
Bankruptcy Rule 1015(b) [Docket No. 43]. No entity has requested the appointment of a trustee
or examiner in these chapter 11 cases.
5. A description of the Debtors’ businesses, the reasons for commencing the chapter
11 cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are
set forth in the Declaration of Justin P. Schmaltz, Chief Restructuring Officer, in Support of
Chapter 11 Petitions and First Day Motions [Docket No. 19], filed on the Petition Date.
Relief Requested
6. By this Application, the Debtors seek the entry of the Order authorizing the
retention and employment of Kirkland as their attorneys in accordance with the terms and
conditions set forth in that certain engagement letter between the Debtors and Kirkland effective
as of August 24, 2016 (the “Engagement Letter”), a copy of which is attached hereto as
Exhibit 1 to Exhibit A and incorporated herein by reference.
Kirkland’s Qualifications
7. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise
and extensive experience and knowledge in the field of debtors’ protections, creditors’ rights,
and business reorganizations under chapter 11 of the Bankruptcy Code.
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8. Kirkland has been actively involved in major chapter 11 cases and has represented
debtors in many cases, including, among others: In re Midstates Petroleum Company, Inc., 16-
32237 (DRJ) (Bankr. S.D. Tex. July 1, 2016); In re Linn Energy, LLC, 16-60040 (DRJ) (Bankr.
S.D. Tex. June 27, 2016); In re Southcross Holdings LP, No. 16-20111 (MI) (Bankr. S.D.Tex.
May 6, 2016); In re Samson Res. Corp., No. 15-11934 (CSS) (Bankr. D. Del. Oct. 29, 2015); In
re Sabine Oil & Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10, 2015); In re
Caesars Entm’t Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 5, 2015); In re
Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del. Sept. 16, 2014); In re
Longview Power, LLC, No. 13-12211 (BLS) (Bankr. D. Del. Sept. 24, 2013); In re Cengage
Learning, Inc., No. 13-44106 (ESS) (Bankr. E.D.N.Y. July 24, 2013); In re Edison Mission
Energy, No. 12-49219 (JPC) (Bankr. N.D. Ill. Jan. 17, 2013); In re Hawker Beechcraft, Inc., No.
12-11873 (SMB) (Bankr. S.D.N.Y. May 31, 2012); In re Global Aviation Holdings Inc., No. 12-
40783 (CEC) (Bankr. E.D.N.Y. Mar. 9, 2012); In re United Retail Grp., Inc., No. 12-10405
(SMB) (Bankr. S.D.N.Y. Feb. 23, 2012); In re Friendly Ice Cream Corp., No. 11-13167 (Bankr.
D. Del. Nov. 1, 2011); In re Neb. Book Co., No. 11-12005 (PJW) (Bankr. D. Del. July 21, 2011);
In re Sbarro, Inc., No. 11-11527 (Bankr. S.D.N.Y. May 3, 2011); In re MSR Resort Golf Course
LLC, No. 11-10372 (Bankr. S.D.N.Y. Mar. 2, 2011).2
9. In preparing for its representation of the Debtors in these chapter 11 cases,
Kirkland has become familiar with the Debtors’ businesses and many of the potential legal issues
that may arise in the context of these chapter 11 cases. The Debtors believe that Kirkland is both
well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient
and timely manner.
2 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Kirkland.
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Services to be Provided
10. Subject to further order of the Court, and consistent with the Engagement Letter,
the Debtors request the retention and employment of Kirkland to render the following legal
services:
a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;
b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;
c. attending meetings and negotiating with representatives of creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;
e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;
f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;
g. advising the Debtors in connection with any potential sale of assets;
h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and
k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.
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Professional Compensation
11. Kirkland intends to apply for compensation for professional services rendered on
an hourly basis and reimbursement of expenses incurred in connection with these chapter 11
cases, subject to the Court’s approval and in compliance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable
procedures and orders of the Court. The hourly rates and corresponding rate structure Kirkland
will use in these chapter 11 cases are the same as the hourly rates and corresponding rate
structure that Kirkland uses in other restructuring matters, as well as similar complex corporate,
securities, and litigation matters whether in court or otherwise, regardless of whether a fee
application is required. These rates and the rate structure reflect that such restructuring and other
complex matters typically are national in scope and involve great complexity, high stakes, and
severe time pressures.
12. Kirkland operates in a national marketplace for legal services in which rates are
driven by multiple factors relating to the individual lawyer, his or her area of specialization, the
firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.
13. Kirkland’s current hourly rates for matters related to these chapter 11 cases range
as follows:3
3 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.
6
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Billing Category4 U.S. Range Partners $995-$1,745 Of Counsel $645-$1,595 Associates $555-$1,015 Paraprofessionals $190-$420
14. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly
for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly
rates are subject to periodic adjustments to reflect economic and other conditions.5
15. Kirkland represented the Debtors during the six-month period before the Petition
Date, using the hourly rates listed above. Moreover, these hourly rates are consistent with the
rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
16. The rate structure provided by Kirkland is appropriate and not significantly
different from (a) the rates that Kirkland charges for other similar types of representations or
(b) the rates that other comparable counsel would charge to do work substantially similar to the
work Kirkland will perform in these chapter 11 cases.
17. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable,
non-overhead expenses incurred in connection with the client’s case that would not have been
4 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.
5 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in 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). As set forth in the Order, Kirkland will provide ten business-days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file any such notice with the Court.
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incurred except for representation of that particular client. It is also Kirkland’s policy to charge
its clients only the amount actually incurred by Kirkland in connection with such items.
Examples of such expenses include postage, overnight mail, courier delivery, transportation,
overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.
18. To ensure compliance with all applicable deadlines in these chapter 11 cases,
from time to time Kirkland utilizes the services of overtime secretaries. Kirkland charges fees
for these services pursuant to the Engagement Letter, which permits Kirkland to bill the Debtors
for overtime secretarial charges that arise out of business necessity. In addition, Kirkland
professionals also may charge their overtime meals and overtime transportation to the Debtors
consistent with prepetition practices.
19. Kirkland currently charges the Debtors $0.16 per page for standard duplication in
its offices in the United States. Notwithstanding the foregoing and consistent with the Local
Bankruptcy Rules and the Amended Guidelines for Fees and Disbursements for Professionals in
Southern District of New York Cases, Kirkland will charge no more than $0.10 per page for
standard duplication services in these chapter 11 cases. Kirkland does not charge its clients for
incoming facsimile transmissions. Kirkland has negotiated a discounted rate for Westlaw
computer-assisted legal research. Computer-assisted legal research is used whenever the
researcher determines that using Westlaw is more cost effective than using traditional (non-
computer assisted legal research) techniques.
Compensation Received by Kirkland from the Debtors
20. Per the terms of the Engagement Letter, on September 7, 2016, the Debtors paid
$150,000.00 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance
payment retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and
Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the 8
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Debtors paid to Kirkland additional advance payment retainers totaling $3,929,125.00 in the
aggregate. As stated in the Engagement Letter, any advance payment retainers are earned by
Kirkland upon receipt, any advance payment retainers become the property of Kirkland upon
receipt, the Debtors no longer have a property interest in any advance payment retainers upon
Kirkland’s receipt, any advance payment retainers will be placed in Kirkland’s general account
and will not be held in a client trust account, and the Debtors will not earn any interest on any
advance payment retainers.6 A chart identifying the statements setting forth the professional
services provided by Kirkland to the Debtors and the expenses incurred by Kirkland in
connection therewith, as well as the advance payment retainers transferred by the Debtors to
Kirkland, prior to the Petition Date is set forth in the Henes Declaration.
21. Pursuant to Bankruptcy Rule 2016(b), Kirkland has neither shared nor agreed to
share (a) any compensation it has received or may receive with another party or person, other
than with the partners, associates, and contract attorneys associated with Kirkland or (b) any
compensation another person or party has received or may receive.
22. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal
services rendered before the Petition Date. Although certain expenses and fees may have been
incurred but not yet applied to Kirkland’s advance payment retainers, the amount of Kirkland’s
advance payment retainers always exceeded any amounts listed or to be listed on statements
describing services rendered and expenses incurred (on a “rates times hours” and “dates of
expenses incurred” basis) prior to the Petition Date.
6 The Engagement Letter provides that Kirkland may continue to hold any remaining prepetition advance payment retainer during the pendency of a chapter 11 case rather than applying such advance payment retainer to postpetition fees and expenses. Kirkland evaluates whether to retain any remaining prepetition advance payment retainer on a case-by-case basis. In this particular case, Kirkland has elected not to hold any remaining prepetition advance payment retainer but, instead, will apply any remaining advance payment retainer to postpetition fees and expenses as such fees and expenses are allowed by the Court.
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Kirkland’s Disinterestedness
23. To the best of the Debtors’ knowledge and as disclosed herein and in the Henes
Declaration, (a) Kirkland is a “disinterested person” within the meaning of section 101(14) of
the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold
or represent an interest adverse to the Debtors’ estates and (b) Kirkland has no connection to the
Debtors, their creditors, or other parties in interest, except as may be disclosed in the Henes
Declaration.
24. Kirkland will review its files periodically during the pendency of these chapter 11
cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new
relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to
identify such further developments and will promptly file a supplemental declaration, as required
by Bankruptcy Rule 2014(a).
Supporting Authority
25. The Debtors seek retention of Kirkland as their attorneys pursuant to section
327(a) of the Bankruptcy Code, which provides that a debtor, subject to Court approval:
[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.
11 U.S.C. § 327(a).
26. Bankruptcy Rule 2014(a) requires that an application for retention include:
[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the
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United States trustee, or any person employed in the office of the United States trustee.
Fed. R. Bankr. P. 2014.
27. The Debtors submit that for all the reasons stated above and in the Henes
Declaration, the retention and employment of Kirkland as counsel to the Debtors is warranted.
Further, as stated in the Henes Declaration, Kirkland is a “disinterested person” within the
meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and
has no connection to the Debtors, their creditors, or other parties in interest, except as may be
disclosed in the Henes Declaration.
Notice
28. The Debtors have provided notice of this Application to: (a) the United States
Trustee for Region 2; (b) the entities listed on the Consolidated List of Creditors Holding the
30 Largest Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the agent
under the Debtors’ prepetition first lien credit facility; (d) counsel to the ad hoc group of holders
of certain first lien debt; (e) counsel to the agent under the second lien credit facility; (f) counsel
to the ad hoc group of holders of certain second lien debt; (g) counsel to the prepetition majority
equity holders; (h) the United States Attorney for the Southern District of New York; (i) the
United States Securities and Exchange Commission; (j) the state attorneys general for each state
in which the Debtors conduct business; (k) the Internal Revenue Service; and (l) any party that
has requested notice pursuant to Bankruptcy Rule 2002. A copy of this Application is also
available on the website of the Debtors’ notice and claims agent at
http://www.omnimgt.com/Answers. In light of the nature of the relief requested, the Debtors
submit that no other or further notice is required.
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No Prior Request
29. No prior request for the relief sought in this Application has been made to this or
any other court.
[Remainder of page intentionally left blank.]
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WHEREFORE, the Debtors respectfully request that the Court enter the Order,
substantially in the form attached hereto as Exhibit A, granting the relief requested herein and
granting such other relief as is just and proper.
Dated: March 10, 2017 /s/ Brian Mulligan New York, New York Brian Mulligan Chief Financial Officer and Treasurer Answers Holdings, Inc. and each of its Debtor affiliates
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EXHIBIT A
Proposed Order
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
) In re: ) Chapter 11 ) ANSWERS HOLDINGS, INC., et al.,1 ) Case No. 17-10496 (SMB) ) Debtors. ) (Jointly Administered) )
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
Upon the application (the “Application”)2 of the above-captioned debtors and debtors in
possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the
Debtors to retain and employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP
(collectively, “Kirkland”) as their attorneys effective nunc pro tunc to the Petition Date, pursuant
to sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”), Rules
2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and
Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of New York
(the “Local Bankruptcy Rules”); and the Court having reviewed the Application, the Declaration
of Jonathan S. Henes, the president of Jonathan S. Henes, P.C., a partner of Kirkland & Ellis
LLP, and a partner of Kirkland & Ellis International LLP (the “Henes Declaration”), and the
declaration of Brian Mulligan, the Debtors’ Chief Financial Officer and Treasurer (the
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Answers Holdings, Inc. (4504); Answers Corporation (2855); Easy2 Technologies, Inc. (2839); ForeSee Results, Inc. (3125); ForeSee Session Replay, Inc. (2593); More Corn, LLC (6193); Multiply Media, LLC (8974); Redcan, LLC (7344); RSR Acquisition, LLC (2256); Upbolt, LLC (2839); and Webcollage Inc. (7771). The location of Debtor Webcollage Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is: 11 Times Square, 11th Floor, New York, New York 10018.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
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“Mulligan Declaration”); and the Court having found that the Court has jurisdiction over this
matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that the Application
is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of
this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and
1409; and the Court having found based on the representations made in the Application and in
the Henes Declaration that (a) Kirkland does not hold or represent an interest adverse to the
Debtors’ estates and (b) Kirkland is a “disinterested person” as defined in section 101(14) of the
Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and the Court
having found that the relief requested in the Application is in the best interests of the Debtors’
estates, their creditors, and other parties in interest; and the Court having found that the Debtors
provided adequate and appropriate notice of the Application under the circumstances and that no
other or further notice is required; and the Court having reviewed the Application and having
heard statements in support of the Application at a hearing held before the Court
(the “Hearing”); and the Court having determined that the legal and factual bases set forth in the
Application and at the Hearing establish just cause for the relief granted herein; and any
objections to the relief requested herein having been withdrawn or overruled on the merits; and
after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is granted to the extent set forth herein.
2. The Debtors are authorized to retain and employ Kirkland as their attorneys nunc
pro tunc to the Petition Date in accordance with the terms and conditions set forth in the
Application and in the Engagement Letter attached hereto as Exhibit 1.
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3. Kirkland is authorized to provide the Debtors with the professional services as
described in the Application and the Engagement Letter. Specifically, but without limitation,
Kirkland will render the following legal services:
a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;
b. advising and consulting on their conduct during these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;
c. attending meetings and negotiating with representatives of creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;
e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;
f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;
g. advising the Debtors in connection with any potential sale of assets;
h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and
k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.
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4. Notwithstanding anything in the Engagement Letter to the contrary, Kirkland
shall apply any remaining amounts of its prepetition advance payment retainers as a credit
toward postpetition fees and expenses, after such postpetition fees and expenses are approved
pursuant to an order of the Court awarding fees and expenses to Kirkland. Kirkland is
authorized without further order of the Court to reserve and apply amounts from the prepetition
advance payment retainers that would otherwise be applied toward payment of postpetition fees
and expenses as are necessary and appropriate to compensate and reimburse Kirkland for fees or
expenses incurred on or prior to the Petition Date consistent with its ordinary course billing
practices.
5. Notwithstanding anything to the contrary in the Application, the Engagement
Letter, or the Declarations attached to the Application, the reimbursement provisions allowing
the reimbursement of fees and expenses incurred in connection with participating in, preparing
for, or responding to any action, claim, suit, or proceeding brought by or against any party that
relates to the legal services provided under the Engagement Letter and fees for defending any
objection to Kirkland’s fee applications under the Bankruptcy Code are not approved pending
further order of the Court.
6. Kirkland shall not charge a markup to the Debtors with respect to fees billed by
contract attorneys who are hired by Kirkland to provide services to the Debtors and shall ensure
that any such contract attorneys are subject to conflict checks and disclosures in accordance with
the requirements of the Bankruptcy Code and Bankruptcy Rules.
7. Kirkland shall provide ten-business-days’ notice to the Debtors, the U.S. Trustee,
and any official committee before any increases in the rates set forth in the Application or the
Engagement Letter are implemented and shall file such notice with the Court. The U.S. Trustee
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retains all rights to object to any rate increase on all grounds, including the reasonableness
standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to
review any rate increase pursuant to section 330 of the Bankruptcy Code.
8. Kirkland shall not withdraw as Debtors’ counsel before the effective date of any
chapter 11 plan confirmed in these chapter 11 cases without prior approval of the Court in
accordance with Local Bankruptcy Rule 2090-1(e).
9. The Debtors and Kirkland are authorized to take all actions necessary to
effectuate the relief granted pursuant to this Order in accordance with the Application.
10. Notice of the Application as provided therein is deemed to be good and sufficient
notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by
the contents of the Application.
11. To the extent the Application, the Henes Declaration, the Mulligan Declaration, or
the Engagement Letter is inconsistent with this Order, the terms of this Order shall govern.
12. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
13. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
New York, New York Dated: ______, 2017 UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT 1
Engagement Letter
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EXHIBIT B
Henes Declaration
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
) In re: ) Chapter 11 ) ANSWERS HOLDINGS, INC., et al.,1 ) Case No. 17-10496 (SMB) ) Debtors. ) (Jointly Administered) )
DECLARATION OF JONATHAN S. HENES IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
I, Jonathan S. Henes, being duly sworn, state the following under penalty of perjury:
1. I am the president of Jonathan S. Henes, P.C., a partner of the law firm of
Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, NY 10022 and a partner of
Kirkland & Ellis International, LLP (together with Kirkland & Ellis LLP, collectively,
“Kirkland”).2 I am the lead attorney from Kirkland working on the above-captioned chapter 11
cases. I am a member in good standing of the Bar of the State of New York, and I have been
admitted to practice in the United States Bankruptcy Court for the Southern District of New
York. There are no disciplinary proceedings pending against me.
2. I submit this declaration (the “Declaration”) in support of the Debtors’
Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Answers Holdings, Inc. (4504); Answers Corporation (2855); Easy2 Technologies, Inc. (2839); ForeSee Results, Inc. (3125); ForeSee Session Replay, Inc. (2593); More Corn, LLC (6193); Multiply Media, LLC (8974); Redcan, LLC (7344); RSR Acquisition, LLC (2256); Upbolt, LLC (2839); and Webcollage Inc. (7771). The location of Debtor Webcollage Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is: 11 Times Square, 11th Floor, New York, New York 10018.
2 Capitalized terms used but not otherwise defined herein shall have the meaning as set forth in the Fee Application.
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LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in
Possession Effective Nunc Pro Tunc to the Petition Date (the “Application”).3 Except as
otherwise noted, I have personal knowledge of the matters set forth herein.
Kirkland’s Qualifications
4. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise
and extensive experience and knowledge in the field of debtors’ protections, creditors’ rights,
and business reorganizations under chapter 11 of the Bankruptcy Code.
5. Kirkland has been actively involved in major chapter 11 cases and has represented
debtors in many cases, including, among others: In re Midstates Petroleum Company, Inc., 16-
32237 (DRJ) (Bankr. S.D. Tex. July 1, 2016); In re Linn Energy, LLC, 16-60040 (DRJ) (Bankr.
S.D. Tex. June 27, 2016); In re Southcross Holdings LP, No. 16-20111 (MI) (Bankr. S.D.Tex.
May 6, 2016); In re Samson Res. Corp., No. 15-11934 (CSS) (Bankr. D. Del. Oct. 29, 2015); In
re Sabine Oil & Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10, 2015); In re
Caesars Entm’t Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 5, 2015); In re
Energy Future Holdings Corp., No. 14-10979 (CSS) (Bankr. D. Del. Sept. 16, 2014); In re
Longview Power, LLC, No. 13-12211 (BLS) (Bankr. D. Del. Sept. 24, 2013); In re Cengage
Learning, Inc., No. 13-44106 (ESS) (Bankr. E.D.N.Y. July 24, 2013); In re Edison Mission
Energy, No. 12-49219 (JPC) (Bankr. N.D. Ill. Jan. 17, 2013); In re Hawker Beechcraft, Inc., No.
12-11873 (SMB) (Bankr. S.D.N.Y. May 31, 2012); In re Global Aviation Holdings Inc., No. 12-
40783 (CEC) (Bankr. E.D.N.Y. Mar. 9, 2012); In re United Retail Grp., Inc., No. 12-10405
(SMB) (Bankr. S.D.N.Y. Feb. 23, 2012); In re Friendly Ice Cream Corp., No. 11-13167 (Bankr.
D. Del. Nov. 1, 2011); In re Neb. Book Co., No. 11-12005 (PJW) (Bankr. D. Del. July 21, 2011);
3 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 2
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In re Sbarro, Inc., No. 11-11527 (Bankr. S.D.N.Y. May 3, 2011); In re MSR Resort Golf Course
LLC, No. 11-10372 (Bankr. S.D.N.Y. Mar. 2, 2011).4
6. In preparing for its representation of the Debtors in these chapter 11 cases,
Kirkland has become familiar with the Debtors’ businesses and many of the potential legal issues
that may arise in the context of these chapter 11 cases. I believe that Kirkland is both
well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient
and timely manner.
Services to Be Provided
7. Subject to further order of the Court and that certain engagement letter dated
August 24, 2016 (the “Engagement Letter”), a copy of which is attached as Exhibit 1 to
Exhibit A to the Application, the Debtors retained Kirkland to render, without limitation, the
following legal services:
a. advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its businesses and properties;
b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;
c. attending meetings and negotiating with representatives of creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;
4 Because of the voluminous nature of the orders cited in this Application, they are not attached to this Application. Copies of these orders are available upon request to Debtors’ proposed counsel. 3
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e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;
f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;
g. advising the Debtors in connection with any potential sale of assets;
h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and
k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.
Professional Compensation
8. Kirkland intends to apply for compensation for professional services rendered on
an hourly basis and reimbursement of expenses incurred in connection with these chapter 11
cases, subject to the Court’s approval and in compliance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable
procedures and orders of the Court. The hourly rates and corresponding rate structure Kirkland
will use in these chapter 11 cases are the same as the hourly rates and corresponding rate
structure that Kirkland uses in other debtor representations, and are comparable to the hourly
rates and corresponding rate structure that Kirkland uses for complex corporate, securities, and
litigation matters whether in court or otherwise, regardless of whether a fee application is
required. These rates and the rate structure reflect that such restructuring and other complex
4
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matters typically are national in scope and involve great complexity, high stakes, and severe time
pressures.
9. Kirkland operates in a national marketplace for legal services in which rates are
driven by multiple factors relating to the individual lawyer, his or her area of specialization, the
firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.
10. Kirkland’s current hourly rates for matters related to these chapter 11 cases range
as follows:5
Billing Category6 U.S. Range Partners $995-$1,745 Of Counsel $645-$1,595 Associates $555-$1,015 Paraprofessionals $190-$420
11. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly
for the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates
vary with the experience and seniority of the individuals assigned. These hourly rates are subject
to periodic adjustments to reflect economic and other conditions.7
5 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing rates listed in the chart herein.
6 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.
7 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is used in 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). As set forth in the Order, Kirkland will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file such notice with the Court. 5
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12. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable,
non-overhead expenses incurred in connection with the client’s case that would not have been
incurred except for representation of that particular client. It is also Kirkland’s policy to charge
its clients only the amount actually incurred by Kirkland in connection with such items.
Examples of such expenses include postage, overnight mail, courier delivery, transportation,
overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.
13. To ensure compliance with all applicable deadlines in these chapter 11 cases,
Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services
pursuant to the Engagement Letter between Kirkland and the Debtors, which permits Kirkland to
bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition,
Kirkland professionals also may charge their overtime meals and overtime transportation to the
Debtors consistent with prepetition practices.
14. Kirkland currently charges the Debtors $0.16 per page for standard duplication in
its offices in the United States. Kirkland does not charge its clients for incoming facsimile
transmissions. Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal
research. Computer-assisted legal research is used whenever the researcher determines that
using Westlaw is more cost effective than using traditional (non-computer assisted legal
research) techniques.
Compensation Received by Kirkland from the Debtors
15. Per the terms of the Engagement Letter, on September 7, 2016, the Debtors paid
$150,000.00 to Kirkland, which, as stated in the Engagement Letter, constituted an “advance
payment retainer” as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and
Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the
6
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Debtors paid to Kirkland additional advance payment retainers totaling $3,929,125.00 in the
aggregate. As stated in the Engagement Letter, any advance payment retainers are earned by
Kirkland upon receipt, any advance payment retainers become the property of Kirkland upon
receipt, the Debtors no longer have a property interest in any advance payment retainers upon
Kirkland’s receipt, any advance payment retainers will be placed in Kirkland’s general account
and will not be held in a client trust account, and the Debtors will not earn any interest on any
advance payment retainers.8 A chart identifying the statements setting forth the professional
services provided by Kirkland to the Debtors and the expenses incurred by Kirkland in
connection therewith, as well as the advance payment retainers transferred by the Debtors to
Kirkland, prior to the Petition Date is set forth below.
16. During the 90-day period before the Petition Date, the Debtors paid advance
payment retainers in the following amounts to Kirkland:
Amount of Amount of Amount of Resulting Fees and Advance Advance Advance Type of Date Expenses Payment Payment Payment Transaction Listed on Retainer Retainer Retainer Statement Requested Received Following Advance Payment Retainer 12/3/2016 $950,830.18
Statement of Services Rendered 12/15/2016 $379,286.40 $571,543.78 and Expenses Incurred Request for Additional Advance 1/10/2017 $250,000.00 $571,543.78 Payment Retainer Receipt of Additional 1/10/2017 $250,000.00 $821.543.78 Advance Payment Retainer Statement of Services Rendered 1/11/2017 $263,843.53 $557,700.25 and Expenses Incurred Request for Additional Advance 1/24/2017 $200,000.00 $557,700.25 Payment Retainer
8 The Engagement Letter provides that Kirkland may continue to hold any remaining prepetition advance payment retainer during the pendency of a chapter 11 case rather than applying such advance payment retainer to postpetition fees and expenses. Kirkland evaluates whether to retain any remaining prepetition advance payment retainer on a case-by-case basis. In this particular case, Kirkland has elected not to hold any remaining prepetition advance payment retainer but, instead, will apply any remaining advance payment retainer to postpetition fees and expenses as such fees and expenses are allowed by the Court.
7
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Receipt of Additional 1/24/2017 $200,000.00 $757,700.25 Advance Payment Retainer Statement of Services Rendered 1/24/2017 $303,728.01 $453,972.24 and Expenses Incurred Request for Additional Advance 1/27/2017 $250,000.00 $453,972.24 Payment Retainer Receipt of Additional 1/27/2017 $250,000.00 $703,972.24 Advance Payment Retainer Statement of Services Rendered 1/27/2017 $238,994.02 $464,978.22 and Expenses Incurred Statement of Services Rendered 1/31/2017 $285,092.42 $179,885.80 and Expenses Incurred Request for Additional Advance 2/3/2017 $500,000.00 $179,885.80 Payment Retainer Receipt of Additional 2/3/2017 $500,000.00 $679,885.80 Advance Payment Retainer Request for Additional Advance 2/13/2017 $250,000.00 $679,885.80 Payment Retainer Receipt of Additional 2/14/2017 $250,000.00 $929,885.80 Advance Payment Retainer Request for Additional Advance 2/17/2017 $250,000.00 $929,885.80 Payment Retainer Statement of Services Rendered 2/21/2017 $512,834.68 $417,051.12 and Expenses Incurred Receipt of Additional 2/22/2017 $250,000.00 $667,051.12 Advance Payment Retainer Statement of Services Rendered 3/2/2017 $539,599.76 $127,451.36 and Expenses Incurred Request for Additional Advance 3/2/2017 $150,000.00 $127,451.36 Payment Retainer Receipt of Additional 3/2/2017 $150,000.00 $277,451.36 Advance Payment Retainer
17. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal
services rendered before the Petition Date. Although certain expenses and fees may have been
incurred, but not yet applied to Kirkland’s advance payment retainers, Kirkland’s total advance
payment retainers always exceeded any amounts listed or to be listed on statements describing
services rendered and expenses incurred (on a “rates times hours” and “dates of expenses
incurred” basis) prior to the Petition Date.
18. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared nor agreed to share
(a) any compensation it has received or may receive with another party or person, other than with
8
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the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation
another person or party has received or may receive.
Statement Regarding U.S. Trustee Guidelines
19. Kirkland shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in
compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the
Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of
the Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s
requests for information and additional disclosures as set forth in 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 As of November 1, 2013 (the “Revised UST
Guidelines”), both in connection with this application and the interim and final fee applications
to be filed by Kirkland in these chapter 11 cases.
Attorney Statement Pursuant to Revised UST Guidelines
20. The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST Guidelines:
a. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement?
Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland’s standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.
b. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors’ chapter 11 cases?
9
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Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.
c. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.
Answer: Kirkland’s current hourly rates for services rendered on behalf of the Debtors range as follows:
Billing Category U.S. Range Partners $995-$1,745 Of Counsel $645-$1,595 Associates $555-$1,015 Paraprofessionals $190-$420
Kirkland represented the Debtors during the twelve-month period before the Petition Date, using the hourly rates listed above.
d. Question: Have the Debtors approved Kirkland’s budget and staffing plan, and, if so, for what budget period?
Answer: Yes, for the period from March 3, 2017 through April 17, 2017.
Kirkland’s Disinterestedness
21. In connection with its proposed retention by the Debtors in these chapter 11 cases,
Kirkland undertook to determine whether it had any conflicts or other relationships that might
cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.
Specifically, Kirkland obtained from the Debtors and their representatives the names of
individuals and entities that may be parties in interest in these chapter 11 cases (the “Potential
Parties in Interest”) and such parties are listed on Schedule 1 hereto. Kirkland has searched on
its electronic database for its connections to the entities listed on Schedule 1 hereto. To the
extent that I have been able to ascertain that Kirkland has been retained within the last three
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years to represent any of the Potential Parties in Interest (or their affiliates, as the case may be) in
matters unrelated to these cases, such facts are disclosed on Schedule 2 attached hereto.
22. Kirkland and certain of its partners and associates may have in the past
represented, may currently represent, and likely in the future will represent, entities that may be
parties in interest in these chapter 11 cases in connection with matters unrelated (except as
otherwise disclosed herein) to the Debtors and these chapter 11 cases. Kirkland has searched on
its electronic database for its connection to the entities listed on Schedule 1 attached hereto. The
information listed on Schedule 1 may have changed without our knowledge and may change
during the pendency of these chapter 11 cases. Accordingly, Kirkland will update this
Declaration as necessary and when Kirkland becomes aware of additional material information.
The following is a list of the categories that Kirkland has searched:9
[Remainder of page intentionally left blank.]
9 Kirkland’s inclusion of parties in the following Schedules is solely to illustrate Kirkland’s conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules. 11
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Schedule CategoryCategory 1(a) DebtorDebtor AffiliatesAffiliates 1(b) OfficersOfficers && DirectorsDirectors 1(c) 5%5% oror MoreMore EquityEquity HoldersHolders 1(d) BankruptcyBankruptcy JudgesJudges 1(e) BankruptcyBankruptcy ProfessionalsProfessionals 1(f) CompetitorsCompetitors 1(g) GovernmentGovernment RegulatoryRegulatory 1(h) InsuranceInsurance ProvidersProviders 1(i) LandlordsLandlords 1(j) LendersLenders 1(k) LitigationLitigation 1(l) OrdinaryOrdinary CourseCourse ProfessionalsProfessionals 1(m) PotentialPotential InvestorInvestor PartiesParties 1(n) TopTop 100100 CustomersCustomers 1(o) TopTop 100100 VendorsVendors 1(p) TopTop 5050 CreditorsCreditors 1(q) U.S.U.S. TrusteesTrustees
23. To the best of my knowledge, (a) Kirkland is a “disinterested person” within the
meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and
(b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except
as may be disclosed in this Declaration.
24. Listed on Schedule 2 to this Declaration are the results of Kirkland’s conflicts
searches of the above-listed entities.10 For the avoidance of doubt, Kirkland will not commence
10 As referenced in Schedule 2, the term “current client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in Schedule 2, the term “former client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the term “closed client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. Whether an actual conflict relationship exists can only be determined by reference to the documents governing Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses 12
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a cause of action in these chapter 11 cases against the entities listed on Schedule 2 that are
current clients of Kirkland (including entities listed below under the “Specific Disclosures”
section of this Declaration) unless Kirkland has an applicable waiver on file or first receives a
waiver from such entity allowing Kirkland to commence such an action. To the extent that a
waiver does not exist or is not obtained from such entity and it is necessary for the Debtors to
commence an action against that entity, the Debtors will be represented in such particular matter
by conflicts counsel.
25. Of the entities listed on Schedule 2, only five represented more than one percent of
Kirkland’s fee receipts for the twelve-month period ending on February 28, 2017. Bain Capital,
LLC (“Bain Capital”), is one of the portfolio parent companies of Survey Monkey Inc., one of
the Debtors’ competitors in these chapter 11 cases. Kirkland client, Bain Capital, and certain of
its affiliates represented more than one percent of Kirkland’s fee receipts for the twelve-month
period ending on February 28, 2017.11 Kirkland client, The Blackstone Group (“Blackstone”), is
one of the portfolio parent companies of T-Mobile USA, a customer of the Debtors in these
chapter 11 cases. Blackstone and certain of its affiliates represented more than one percent of
Kirkland’s fee receipts for the twelve-month period ending on February 28, 2017.
26. Second lien lender to the Debtors, Summit Partners, together with its portfolio
companies, represented more than one percent of Kirkland’s fee receipts for the twelve-month
period ending on February 28, 2017. Additionally, Abbott Laboratories, one of the portfolio
parent companies of Abbott Nutrition Ltd., a customer of the Debtors, and General Motors
connections with “former clients” or “closed clients” for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date.
11 Specific percentages have been disclosed to the Office of the U.S. Trustee. 13
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Corp., a customer of the Debtors, each represented more than one percent of Kirkland’s fee
receipts for the twelve-month period ending on February 28, 2017.
27. Kirkland’s conflicts search of the entities listed on Schedules 1(a) – 1(q) (that
Kirkland was able to locate using its reasonable efforts) reveals, to the best of Kirkland’s
knowledge, that those Kirkland attorneys and paraprofessionals who previously worked at other
law firms that represented such entities in these chapter 11 cases have not worked on matters
relating to the Debtors’ restructuring efforts while at Kirkland.
28. Based on the conflicts search conducted to date and described herein, to the best
of my knowledge, neither I, Kirkland, nor any partner or associate thereof, insofar as I have been
able to ascertain, have any connection with the Debtors, their creditors, or any other parties in
interest, their respective attorneys and accountants, the Office of the United States Trustee for the
Southern District of New York (the “U.S. Trustee”), any person employed in the Office of the
U.S. Trustee, or any Bankruptcy Judge currently serving on the United States Bankruptcy Court
for the Southern District of New York, except as disclosed or otherwise described herein.
29. Kirkland will review its files periodically during the pendency of these chapter 11
cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new
relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to
identify such further developments and will promptly file a supplemental declaration, as required
by Bankruptcy Rule 2014(a).
30. Generally, it is Kirkland’s policy to disclose entities in the capacity that they first
appear in a conflicts search. For example, if an entity already has been disclosed in this
Declaration in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts
search in a different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in
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supplemental declarations, unless the circumstances are such in the latter capacity that additional
disclosure is required.
31. From time to time, Kirkland has referred work to other professionals to be
retained in these chapter 11 cases. Likewise, certain such professionals have referred work to
Kirkland.
32. Certain insurance companies pay the legal bills of Kirkland clients. Some of
these insurance companies may be involved in these chapter 11 cases. None of these insurance
companies, however, are Kirkland clients as a result of the fact that they pay legal fees on behalf
of Kirkland clients.
Specific Disclosures
33. As specifically set forth below and in the attached exhibits, Kirkland represents
certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in
interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the
representations described herein are materially adverse to the interests of the Debtors’ estates.
Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from
acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors,
equity security holders, or other entities that may be parties in interest in matters unrelated to
these chapter 11 cases.
A. Connections to Holders of Equity Interests in the Debtors.
34. As disclosed on Schedule 2, Kirkland currently represents, and in the past has
represented, Apax Partners and its affiliated investment funds and portfolio companies
(collectively, “Apax”) on a variety of matters. Apax is an indirect equity holder and/or creditor
of Answers Holdings, Inc., and certain of its direct and indirect domestic subsidiaries
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(collectively, “Answers Corporation”). All prior and current Kirkland representations of Apax
have been in matters unrelated to the Debtors or these chapter 11 cases. Additionally, Apax has
executed a conflict waiver that permits Kirkland to be adverse to Apax in connection with any
matters related to the Debtors’ restructuring and these chapter 11 cases.
B. Connections to Officers and Directors.
35. As disclosed below and in Exhibit 2 attached hereto, Kirkland currently
represents, and has formally represented, certain affiliates, subsidiaries and entities associated
with the Debtors’ current and recent former officers and directors. Kirkland does not believe that
its current and prior representation of the affiliates, subsidiaries, and entities associated with
certain officers and directors precludes it from being a disinterested party under the Bankruptcy
Code.
36. Brian Mulligan, the Chief Financial Officer and Treasurer as of September 15,
2016, of Answers Holdings, Inc. and each of its direct and indirect subsidiaries, has served, or
may serve from time to time, in various management and director capacities of certain Kirkland
clients or affiliates thereof. Kirkland does not believe any conflict exists with respect to
Kirkland’s current and prior representation of clients for which Brian Mulligan serves or served
in management and director capacities.
37. Eugene Davis, an independent director as of September 2, 2016, of Answers
Holdings, Inc. and each of its direct and indirect subsidiaries, has served, or may serve from time
to time, in various management and director capacities of certain Kirkland clients or affiliates
thereof. Kirkland does not believe any conflict exists with respect to Kirkland’s current and
prior representation of clients for which Eugene I. Davis serves or served in management and
director capacities.
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38. Neal Goldman, an independent director as of September 15, 2016, of Answers
Holdings, Inc. and each of its direct and indirect subsidiaries, has served, or may serve from time
to time, in various management and director capacities of certain Kirkland clients or affiliates
thereof. Kirkland does not believe any conflict exists with respect to Kirkland’s current and
prior representation of clients for which Neal Goldman serves or served in management and
director capacities.
C. Connections to Other Entities.
39. As disclosed on Schedule 2, Kirkland currently represents, and in the past has
represented, KKR Asset Management LLC and Kohlberg Kravis Roberts & Co. LP (collectively,
and together with other affiliates, “KKR”) on a variety of matters. All of Kirkland’s prior and
current representations of KKR are unrelated to the Debtors or these chapter 11 cases. KKR is
the parent company of Walgreen Co., a customer of the Debtors, and the parent company of
ClickTale Ltd., a competitor of the Debtors. I do not believe Kirkland’s relationship with or
representations of KKR creates a conflict, but have disclosed the connections out of an
abundance of caution.
40. As disclosed on Schedule 2, Kirkland currently represents, and in the past has
represented, Credit Suisse and certain of its affiliates (collectively, and together with other
affiliates “Credit Suisse”), the administrative agent under the Debtors’ first lien term loan credit
agreement. All prior and current Kirkland representations of Credit Suisse have been in matters
unrelated to the Debtors or these chapter 11 cases. I do not believe that these representations
present a conflict for Kirkland, but have disclosed the connections out of an abundance of
caution.
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41. As disclosed on Schedule 2, Kirkland currently represents, and in the past has
represented, Facebook Inc. and certain of its affiliates (collectively, and together with other
affiliates “Facebook”), a business partner of the Debtors utilized in connection with the Debtors’
Multiply business. All prior and current Kirkland representations of Facebook have been in
matters unrelated to the Debtors or these chapter 11 cases. I do not believe that these
representations present a conflict for Kirkland, but have disclosed the connections out of an
abundance of caution.
42. Additionally, Kirkland currently represents, and in the past has represented
Wilmington Trust-London Limited, an affiliate of Wilmington Trust, N.A., the administrative
agent and collateral agent under the second lien term loan credit agreement in these chapter 11
cases. All prior and current Kirkland representations of Wilmington Trust-London Limited have
been in matters unrelated to the Debtors or these chapter 11 cases. I do not believe that these
representations present a conflict for Kirkland, but have disclosed the connections out of an
abundance of caution.
D. Other Chapter 11 Professionals.
43. As disclosed in Schedule 2 attached hereto, Kirkland currently represents, and
formerly has represented, certain affiliates, subsidiaries, and entities associated with various
professionals that the Debtors seeks to retain in connection with these chapter 11 cases. All prior
and current Kirkland representations of these professionals have been in matters unrelated to the
Debtors and these chapter 11 cases. Kirkland has not represented and will not represent any such
professionals in connection with any matter in these chapter 11 cases.
44. The debtors intend to seek approval of their retention of Rothschild Inc.
(“Rothschild”) as their investment banker during the pendency of these chapter 11 cases. As
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disclosed in Schedule 2 attached hereto, Kirkland currently represents Five Arrows Principal
Investments, a subsidiary company of Rothschild Group, in matters unrelated to the Debtors in
these chapter 11 cases.
45. The Debtors are also seeking approval of their retention of Alvarez and Marsal
North America, LLC (“A&M Advisory”) as their restructuring advisor during the pendency of
these chapter 11 cases. As disclosed in Schedule 2 attached hereto, Kirkland currently
represents Alvarez & Marsal, Inc. (“A&M Inc.”), A&M Capital Partners, LLC (“A&M
Capital”), Alvarez & Marsal Healthcare Industry Group, LLC (“A&M Healthcare Group”), and
related entities in matters unrelated to the Debtors and these chapter 11 cases. A&M Inc., the
majority owner of A&M Advisory’s parent company, Alvarez & Marsal Holdings, LLC (“A&M
Holdings”), holds a significant interest in A&M Capital. A&M Capital is an investment vehicle
that indirectly serves as the general partner of A&M Fund that will make private equity
investments in companies. In addition, subject to the parameters discussed in the Kirkland
Attorney and Employee Investments section of this Declaration, Kirkland person(s) have
invested in A&M Fund as an Investment Fund. Each Kirkland person that has invested in A&M
Fund holds less than one percent of A&M Fund.
E. Kirkland Attorney and Employee Investments.
46. From time to time, Kirkland partners, of counsel, associates, and employees
personally invest in mutual funds, retirement funds, private equity funds, venture capital funds,
hedge funds, and other types of investment funds (the “Investment Funds”), through which such
individuals indirectly acquire a debt or equity security of many companies, one of which may be
one of the Debtors, often without Kirkland’s knowledge. Each Kirkland person generally owns
substantially less than one percent of such Investment Fund, does not manage or otherwise
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control such Investment Fund, and has no influence over the Investment Fund’s decision to buy,
sell, or vote any particular security. The Investment Fund is generally operated as a blind pool,
meaning that when the Kirkland persons make an investment in the Investment Fund, he, she, or
they do not know what securities the blind pool Investment Fund will purchase or sell, and have
no control over such purchases or sales.
47. From time to time one or more Kirkland partners and of counsel voluntarily
choose to form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment
Funds. Such Passive-Intermediary Entity is composed only of persons who were Kirkland
partners and of counsel at the time of the Passive-Intermediary Entity’s formation (although
some are now former Kirkland partners and of counsel). Participation in such a Passive-
Intermediary Entity is wholly voluntary and only a portion of Kirkland’s partners and of counsel
choose to participate. The Passive-Intermediary Entity generally owns substantially less than
one percent of any such Investment Fund, does not manage or otherwise control such Investment
Fund, and has no influence over the Investment Fund’s decision to buy, sell, or vote any
particular security. Each Investment Fund in which a Passive-Intermediary Entity invests is
operated as a blind pool, so that the Passive-Intermediary Entity does not know what securities
the blind pool Investment Funds will purchase or sell, and has no control over such purchases or
sales. And, indeed, the Passive-Intermediary Entity often arranges for statements and
communications from certain Investment Funds to be sent solely to a blind administrator who
edits out all information regarding the identity of the Investment Fund’s underlying investments,
so that the Passive-Intermediary Entity does not learn (even after the fact) the identity of the
securities purchased, sold, or held by the Investment Fund.
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48. From time to time, Kirkland partners, of counsel, associates, and employees
personally directly acquire a debt or equity security of a company which may be one of the
Debtors. Kirkland has a long-standing policy prohibiting attorneys and employees from using
confidential information that may come to their attention in the course of their work. In this
regard, all Kirkland attorneys and employees are barred from trading in securities with respect to
which they possess confidential information.
F. Other Disclosures.
49. The spouse of Kirkland partner Helen E. Witt, P.C. is a managing director of
JPMorgan Chase & Co. JPMorgan Chase and Chase Credit Card are amongst the Debtors’
vendors as disclosed in Schedule 2 attached hereto. Out of an abundance of caution, Kirkland
has instituted formal screening measures to screen Ms. Witt from all aspects of Kirkland’s
representation of the Debtors.
50. Kirkland currently represents, and formerly has represented, Bank of America,
N.A. (“Bank of America”) and certain of its affiliates, in matters unrelated to the Debtors and
these chapter 11 cases. The Debtors have a banking relationship with Bank of America.
Kirkland’s representations of Bank of America, in the aggregate, accounted for less than one
percent of Kirkland’s fee receipts for the twelve-month period ending on February 28, 2017.
Bank of America is a letter of credit issuer under the Debtors’ first lien term loan facility.
Kirkland’s client relationships with Bank of America do not prohibit Kirkland from representing
other clients in negotiations involving them in commercial transactions, nor would they prohibit
Kirkland from representing the Debtors in connection with claims resolution matters. To the
extent that, in the future, the Debtors were to discover occasion to commence formal litigation
against any of these parties, Kirkland would request that conflicts counsel pursue such litigation
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as a result of Kirkland’s client relationships with the parties. Kirkland does not believe that its
representation of these parties presents a conflict but has disclosed it out of an abundance of
caution.
51. James H.M. Sprayregen, a partner of Kirkland, worked as an attorney at Kirkland
from July 1990 until June 2006 and rejoined the firm in December 2008. From June 2006 until
December 2008, prior to rejoining the firm, Mr. Sprayregen was co-head of the restructuring
group of Goldman Sachs Americas, where he advised U.S. and international clients in
restructuring and distressed situations. Certain affiliates of Goldman Sachs are lenders to the
Debtors in these chapter 11 cases. As described above, Goldman Sachs is a client of the firm and
disclosed on Schedule 1(j) attached hereto. Kirkland does not believe that Mr. Sprayregen’s prior
employment at Goldman Sachs presents a conflict in these chapter 11 cases, but has disclosed it
out of an abundance of caution.
52. Additionally, Kirkland currently represents, and in the past has represented, the
C.A.R.E. Program in various matters unrelated to the Debtors or these chapter 11 cases. The
Honorable Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District
of New York is the administrator of the C.A.R.E. Program. I do not believe that this
representation or relationship presents a conflict, but have disclosed out of an abundance of
caution.
53. John T. Weber is employed as an associate in K&E’s restructuring group and one
of the attorneys assigned to represent the Debtors. Mr. Weber is the son of Corinne Ball, a
partner in the Business Restructuring & Reorganization Practice of Jones Day. Jones Day
represents the ad hoc group of first lien lenders in these chapter 11 cases. Mr. Weber and
Ms. Ball have not communicated regarding these chapter 11 cases to date and will not
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communicate with each other regarding these chapter 11 cases. Kirkland does not believe
Mr. Weber’s relationship to Ms. Ball presents a conflict in these chapter 11 cases, but has
disclosed it out of an abundance of caution.
54. Furthermore, prior to joining Kirkland, certain Kirkland attorneys represented
clients adverse to Kirkland’s current and former restructuring clients. Certain of these attorneys
(the “Screened Kirkland Attorneys”) will not perform work in connection with Kirkland’s
representation of the Debtors and will not have access to confidential information related to the
representation. Kirkland’s formal ethical screen provides sufficient safeguards and procedures to
prevent imputation of conflicts by isolating the Screened Kirkland Attorneys and protecting
confidential information.
55. David Zhang, a Partner in Kirkland’s Hong Kong office since August of 2011, is
a director of Marriott International, a customer in these chapter 11 cases. Out of an abundance of
caution, Kirkland has instituted formal screening measures to screen Mr. Zhang from all aspects
of Kirkland’s representation of the Debtors.
56. Finally, certain interrelationships exist among the Debtors. Nevertheless, the
Debtors have advised Kirkland that the Debtors’ relationships to each other do not pose any
conflict of interest because of the general unity of interest among the Debtors. Insofar as I have
been able to ascertain, I know of no conflict of interest that would preclude Kirkland’s joint
representation of the Debtors in these chapter 11 cases.
57. Under Kirkland’s screening procedures, Kirkland’s conflicts department
distributes a memorandum to all Kirkland attorneys and legal assistants directing them as
follows: (a) not to discuss any aspects of Kirkland’s representation of the Debtors with the
Screened Kirkland Attorneys; (b) to conduct meetings, phone conferences, and other
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communications regarding Kirkland’s representation of the Debtors in a manner that avoids
contact with the Screened Kirkland Attorneys; (c) to take all measures necessary or appropriate
to prevent access by the Screened Kirkland Attorneys to the files or other information related to
Kirkland’s representation of the Debtors; and (d) to avoid contact between the Screened Kirkland
Attorneys and all Kirkland personnel working on the representation of the Debtors unless there is
a clear understanding that there will be no discussion of any aspects of Kirkland’s representation
of the Debtors. Furthermore, Kirkland already has implemented procedures to block the
Screened Kirkland Attorneys from accessing files and documents related to the Debtors that are
stored in Kirkland’s electronic document managing system.
Affirmative Statement of Disinterestedness
58. Based on the conflicts search conducted to date and described herein, to the best
of my knowledge and insofar as I have been able to ascertain, (a) Kirkland is a “disinterested
person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’
estates and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in
interest, except as may be disclosed herein.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: March 10, 2017 Respectfully submitted,
/s/ Jonathan S. Henes Jonathan S. Henes as President of Jonathan S. Henes, P.C., as Partner of Kirkland & Ellis LLP; and as Partner of Kirkland & Ellis International LLP
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Schedules 1 & 2
The following lists contain the names of reviewed entities as described more fully in the Declaration of Jonathan S. Henes in Support of the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Henes Declaration”).1 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP and Kirkland & Ellis International LLP reviewed each entity in its records, as more fully described in the Henes Declaration, matching the incomplete or ambiguous name.
1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Henes Declaration.
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SCHEDULE 1
List of Schedules
Schedule Category 1(a) Debtor Affiliates 1(b) Officers & Directors 1(c) 5% or More Equity Holders 1(d) Bankruptcy Judges 1(e) Bankruptcy Professionals 1(f) Competitors 1(g) Government Regulatory 1(h) Insurance Providers 1(i) Landlords 1(j) Lenders 1(k) Litigation 1(l) Ordinary Course Professionals 1(m) Potential Investor Parties 1(n) Top 100 Customers 1(o) Top 100 Vendors 1(p) Top 50 Creditors 1(q) U.S. Trustees
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SCHEDULE 1(a)
Debtor Affiliates
AFCV Holdings LLC Answers Holdings, Inc. Beanspublishing, Ltd. (UK) Clarity GP, LLC Clarity Holdco, L.P. Easy2 Technologies, Inc. ForeSee Brazil Foresee Results, Inc. Foresee Results, Ltd. (UK) Foresee Session Replay, Inc. More Corn, LLC Multiply Media, LLC Pebble Industries Inc. Redcan, LLC RSR Acquisition, LLC Upbolt, LLC Webcollage Europe, Ltd. (UK) Webcollage Inc. Webcollage Israel Ltd.
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SCHEDULE 1(b)
Officers & Directors
AFCV Holdings LLC Blackman, Jeffrey Brody, Seth Chill, Caleb Daffern, Pete Davis, Eugene Derdeyn, Matt Dredge, Richard Federman, John Frates, Austin Gigliani, Marcelo Goldman, Neal Karandish, David Mulligan, Brian Pomranz, Jon Ryujin, Steve Sims, Chris Truwit, Mitch Yang, Jim Zhang, Stephen
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SCHEDULE 1(c)
5% or More Equity Holders
Apax Partners LP Karandish, David Sims, Christopher
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SCHEDULE 1(d)
Bankruptcy Judges
Bernstein, Stuart M. Chapman, Shelley C. Drain, Robert D. Garrity, James L. Glenn, Martin Grossman, Robert E. Lane, Sean H. Morris, Cecilia G. Vyskocil, Mary Kay Wiles, Michael E.
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SCHEDULE 1(e)
Bankruptcy Professionals
Akin Gump Strauss Hauer & Feld LLP Alston & Bird LLP Alvarez & Marsal FTI Consulting Inc. Gibson Dunn & Crutcher Houlihan Lokey Inc. Jones Day Kekst & Co. Rothschild Rust Omni Spencer Stuart Willis Towers Watson PLC
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SCHEDULE 1(f)
Competitors
Ask.com Attensity Group Inc. BazaarVoice Inc. Business Insider BuzzFeed Inc. Clarabridge Inc. ClickTale Ltd. Confirmit Diply LLC Gallup Inc. Huffington Post iPerceptions Inc. MaritzCX GmbH Medallia MyLikes Inc. OpinionLab Inc. Qualtrics LLC QuestionPro Inc. Quora Inc. Reevoo Ltd. Refinery29 Inc. SAP SuccessFactors SurveyMonkey Inc. TeaLeaf Technology Inc. TrustPilot Ltd. Verint Systems Inc.
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SCHEDULE 1(g)
Government Regulatory
Alabama, State of, Department of Revenue Indiana, State of, Division of Unclaimed Ann Arbor, City of (MI) Property Ann Arbor, City of (MI), Treasurer Indiana, State of, Secretary of State, Arizona, State of, Department of Revenue Business Services Division British Columbia, Province of, Registry Kansas, State of, Department of Revenue, Services (Extraprovincial) Corporate Estimated Tax California, State of, Board of Equalization Kentucky, Commonwealth of, Department California, State of, Business Personal of Revenue Property Maine, State of, Revenue Services California, State of, Franchise Tax Board Maryland, State of, Comptroller of, Revenue California, State of, Secretary of State Administration Division Canada, Government of, Ministry of Massachusetts, Commonwealth of Finance Massachusetts, Commonwealth of, Canada, Government of, Revenue Agency Department of Revenue Chicago, City of (IL), Department of Massachusetts, Commonwealth of, Finance Unclaimed Property Division Chicago, City of (IL), Department of Michigan, State of, Department of Licensing Finance, Tax Division & Regulatory Affairs Clayton, City of (MO) Michigan, State of, Department of Treasury Cleveland, City of, Central Collection Minnesota, State of, Department of Revenue Agency, Division of Taxation Missouri, State of, Department of Revenue Colorado, State of, Department of Revenue Missouri, State of, Secretary of State Connecticuit, State of, Commissioner of Nebraska, State of, Department of Revenue Revenue Services New Jersey, State of Connecticut, State of, Department of New Jersey, State of, Department of the Revenue Services Treasury Connecticut, State of, Secretary of State New Jersey, State of, Division of Taxation Delaware, State of, Secretary of State New Mexico, State of, Taxation & Revenue Fairfax, County of (VA), Department of Tax Department Administration New York, City of (NY), Department of Florida, State of, Department of Financial Finance Services New York, City of (NY), Fire Department Florida, State of, Department of Revenue New York, State of, Corporation Tax Fulton, County of (GA), Board of Assessors New York, State of, Department of State, Fulton, County of (GA), Tax Commissioner Division of Corporations Georgia, State of, Department of Revenue New York, State of, Sales Tax Georgia, State of, Office of the Secretary of North Carolina, State of, Department of State Revenue Illinois, State of, Department of Revenue Ohio, State of, Bureau of Worker's Illinois, State of, Secretary of State Compensation Illinois, State of, Treasurer's Office Ohio, State of, Department of Taxation Indiana, State of, Department of Revenue Ohio, State of, Division of Unclaimed Funds Indiana, State of Ohio, State of, Tax Commissioner Agent
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Ohio, State of, Treasurer of State Washington, State of, Department of Oregon, State of, Department of Revenue Revenue Oregon, State of, Secretary of State, Washington, State of, Employment Security Corporation Division Department Pennsylvania, Commonwealth of, Bureau of Washington, State of, State Department of Corporation Taxes Regulation, Business Licensing Service Pennsylvania, Commonwealth of, Washington, State of, State Excise Tax Department of Revenue Wisconsin, State of, Department of Revenue Plymouth, Township of (MI) Rhode Island, State of, Division of Taxation Rhode Island, State of, Treasury Department San Francisco, City of (CA), Tax Collector Santa Clara, County of (CA), Assessor Santa Clara, County of (CA), Tax Collector Secretary of State South Carolina, State of, Department of Revenue Southfield, City of (MI) St. Louis, City of, Collector of Revenue St. Louis, County of (MO), Assessor's Office St. Louis, County of (MO), Collector of Revenue Texas, State of, Comptroller of Public Accounts United States, Government of the, Department of the Treasury United States, Government of the, Department of the Treasury, Internal Revenue Service United States, Government of the, Department of the Treasury, Internal Revenue Service, Ogden Service Center United States, Government of the, Internal Revenue Service University City, City of (MO) Utah, County of (UT), Treasurer Utah, State of, Tax Commission Vancouver, City of (BC), Community Services License Office Virginia, Commonwealth of, Department of Taxation Washington, District of Columbia, Office of Tax & Revenue Washington, State of, Department of Labor & Industries
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SCHEDULE 1(h)
Insurance Providers
AIG - National Union Fire Insurance of Pittsburgh Chubb Group of Insurance Cos. Endurance American Insurance Co. Federal Insurance Co. Hartford Insurance Co. JLT Specialty USA Starr Indemnity & Liability Co. XL Specialty Insurance Co.
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SCHEDULE 1(i)
Landlords
1800 Highland-CDC LLC 989 Sixth Realty LLC General Electric Credit Equities Inc. Green Road Investments #2 LLC JLL Larkspur Landing Office Park LP Reliance Properties Ltd. RGN Management LP S.I.K. Associates LLC SIC-Mountain Bay Plaza LLC SJP TS LLC U.S. Reif Lakeside Commons Georgia LLC Walnut Realty Holding Co. LLC WW 995 Market LLC
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SCHEDULE 1(j)
Lenders
Apax Partners LP HPS Loan Management Apex Credit Partners LLC HSBC Bank of America Jefferies Asset Management LLC Bank of Nova Scotia Jefferies Capital Bank of the West Jefferies Finance LLC Barclays Bank PLC Medley Capital LLC BDCA Advisors LLC Monroe Capital Advisors LLC Centerbridge Group Morgan Stanley CIT Finance LLC Morgan Stanley Broker Dealer Credit Suisse NFS Leasing Inc. Credit Suisse AG Nomura Deerpath Capital Management LP Nomura Global Manager Select Bank Loan Dell Financial Services LLC Fund a Series Trust of Nomura Global Deutsche Asset Management Manager Select Deutsche Investment Management Americas Roystone Capital Management LP Inc. Scotia Bank DWS Scudder Scudder Investments Eaton Vance Silicon Valley Bank Enterprise Bank & Trust Sound Point Capital Management LP Fifth Street Summit Partners First International Bank of Israel Suntrust Bank Goldman Sachs Asset Management Wells Fargo Bank NA Highbridge Capital Management LLC Wilmington Trust NA Highbridge Principal Strategies
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SCHEDULE 1(k)
Litigation
BSG Tech LLC First East Circular LLC Guyzar LLC Kudelski SA Osagie, Osaro United States, Government of the, General Services Administration
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SCHEDULE 1(l)
Ordinary Course Professionals
Armstrong Teasdale LLP GKH HDK B.V. Howard & Howard Attorneys PLLC Jackson & Hertogs LLP Leason Ellis Intellectual Property Attorneys McDermott Will & Emery LLP Mintz Group LLC RSM US LLP Simpson Thacher & Bartlett LLP Wilk Auslander LLP
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SCHEDULE 1(m)
Potential Investor Parties
PowerReviews Inc. Staley Capital Management LLC
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SCHEDULE 1(n)
Top 100 Customers
1-800-Flowers Health Care Service Corp. 3M Helzberg Diamonds Shops Inc. Abbott Nutrition Ltd. Hickory Farms Inc. adidas America Home Depot Direct Advance Auto Parts Inc. House of Fraser (Stores) Ltd. Advanced Micro Devices Inc. Indiana University Health Inc. Allstate Insurance Co. J.C. Penney Corp. Inc. American Automobile Association Inc. Johns Hopkins Medicine American Express Johnson & Johnson Anthem Blue Cross Blue Shield JPMorgan Chase Bank N.A. Argos Ltd. Kohl's Corp. Arizona Public Service Co. L.L. Bean Inc. AT&T Services Inc. Learning Care Group Bass Pro Shops Lowe's Cos. Inc. Bell Canada Macy's.com Inc. Bissell Marriott International Blue Cross Blue Shield of Michigan Marriott Ownership Resorts Inc. Boots UK Michigan Economic Development Corp. C&J Clark International Ltd. Michigan Education Special Services Canadian Tire Corp. Ltd. Association Chicco USA Inc. Microsoft Corp. CitiCorp Credit Services Inc. Monitronics International Inc. Citizens Energy Group MSC Industrial Supply Co. Commonwealth Edison Co. Nationwide Mutual Insurance Co. Conopco Inc. d/b/a Unilever Newell Rubbermaid Constellation Energy Group Inc. Nikon Inc. Consumers Union of United States Nordstrom Inc. Cost Plus Inc. Oakley Inc. CVS Oriental Trading Co. Inc. Dell Software Inc. Party City Corp. Delta Air Lines Inc. Pier 1 Services Co. Disney Shopping Inc. Procter & Gamble DTE Energy Rogers Communications Canada Inc. Electrolux Shared Services ServiceMagic Inc. Elsevier SMZ Advertising EmblemHealth Services Co. LLC Snapfish Enterprise Holdings Inc. Social Security Administration First Citizens Bank & Trust Co. Sony Electronics Inc. Gander Mountain Co. Stage Stores General Electric Capital Corp. Stanford Hospital & Clinics General Motors Corp. Starwood Hotels & Resorts Green Mountain Coffee Roasters Inc. Stein Mart Inc. Guess? Sterling Jewelers Inc.
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StubHub Inc. United States, Government of the, Symantec Corp. Department of Homeland Security T. Rowe Price United States, Government of the, Target Department of Treasury Tesco Direct United States, Government of the, Office of T-Mobile USA Personnel Management Toys R Us Inc. United, States, Government of the, Transamerica Corp. Department of Health & Human U.S. Bancorp Services Union Bank & Trust Co. Vans Inc. United Parcel Service Inc. Vera Bradley Designs Inc. United States Postal Service Co. Verizon Wireless United States, Government of the, VistaPrint Department of Defense Walgreen Co.
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SCHEDULE 1(o)
Top 100 Vendors
1 Source Audio Visual LLC Graphinity Inc. 1-800-Flowers Guerrero Howe LLC Absolute Vending LLC Howard & Howard Attorneys PLLC Advertise.com Inc. IBM Corp. Amazon Web Services Inc. Interactive Solutions SP ZOO American Express Interior Investments of St. Louis LLC Aramark Refreshment Services Iron Mountain Inc. Arkus Inc. J.W. Terrill Inc. Armstrong Teasdale LLP Jackson & Hertogs LLP AT&T JFrog Inc. Backupify Inc. Junction International LLC Bank of America JW Player Bennett, Abbey Kekst & Co. C7 Data Centers Inc. Knock Twice LLC Calibre One Inc. Koek, Richard Causin Drama Inc. KPMG LLP Central Parking System Inc. LAZ Parking Midwest LLC Chasm Group LLC, The Level 3 Communications CIT Finance LLC Lincoln National Life Insurance Co. Clear Rate Communications Inc. LinkedIn Corp. CMA Consulting Lucid Holdings LLC Cologix Inc. Maggio, Quinlan Column Five Media Inc. Magnet4 ComScore Networks Inc. Manulife Financial Corp. Concur Technologies Inc. memoryBlue Inc. Consolidated Electric Meter Co. Inc. Microsoft Corp. Cooladata Ltd. Moat Inc. Corporate Payment Services SVCS/GECFI National Retail Federation Darling Creative Ltd. Net-a-Porter UK DataPipe Neustar Inc. DataServ Corp. New Relic Inc. Detroit Tigers Inc. OfficeTeam DigiCert Inc. Oracle Credit Corp. Donnelley Financial Solutions Inc. Organization for Gender Equality, The Dyn Inc. Outbrain Exhibit Works Inc. d/b/a EWI Worldwide Paciello Group, The Fastly Inc. PagerDuty Inc. Fitzgerald & Law LLP Partnership for Public Service Inc. ForeSee do Brasil Tecnologia Ltda. PMC Treasury Inc. Freshdesk Inc. Prize Logic LLC GitHub Inc. Professional Office Environments Google Inc.
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Promotora Hotelera Punta Mita S. de RL de Surge Ingenuities Inc. CV TA Associates Inc. Pure Focus Inc. Taboola Inc. Qubole Inc. Techmarq Consultancy BV R.R. Donnelley & Sons Co. TEKSystems Inc. Regus Management Group LLC Thrive Communications LLC Rev.com Torrent Consulting LLC Sage Software Inc. UBM LLC SalesHood Inc. US Signal LLC Secure-24 LLC Vandis Inc. SHI International Corp. Verascape Inc. SIC-Mountain Bay Plaza LLC W.W. Grainger Inc. SmartBrief Inc. West Unified Communication Services SoftChoice Corp. Wilson Sonsini Goodrich & Rosati Spark Public Relations LLC Worldwide Business Research US Staples Inc. XO Communications STAT Search Analytics Inc. Zarin Consulting LLC SunTrust Bank Zoho Corp.
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SCHEDULE 1(p)
Top 50 Creditors
Advertise.com Morrison, Don E. Amazon Web Services Inc. Net-a-Porter UK American Express Oxford Property Management LLC Bank of America PagerDuty Inc. Bennett, Abbey Promotora Hotelera Punta Mita S. de RL de Blackman, Jeffrey CV Calibre One Inc. Pure Focus Inc. Chasm Group LLC, The Secure-24 LLC Cologix Inc. Seduka Column Five Media Inc. SIC-Mountain Bay Plaza LLC ComScore Networks Inc. SunTrust Bank Corporate Payment SVCS/GECFI Taboola DataPipe Taub, Gayle DigiCert Inc. Techmarq Consultancy BV Domo Inc. Treats Inc. Exhibit Works Inc. d/b/a EWI Worldwide UBM LLC Facebook Inc. Verascape Inc. Frates, Austin J. Wang, Jinlin Google Inc. Wescomm Technologies Inc. Herbert, Ben West Unified Communication Services Howard & Howard Attorneys PLLC XO Communications Intercontinental Capital Group Yahoo Inc. Interior Investments Yang, Jim Knock Twice LLC Zarin Consulting LLC Lavin Zhang, Stephen LinkedIn Corp.
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SCHEDULE 1(q)
U.S. Trustees
Allen, Joseph Black, Christine Harrington, William K. Leonhard, Alicia Morrissey, Richard Penpraze, Lisa Riffkin, Linda Schmitt, Kathleen Van Baalen, Guy A.
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SCHEDULE 2
Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Abbott Nutrition Ltd. Abbott Cardiovascular Systems, Current Inc. Abbott Diabetes Care Sales Corp. Closed Abbott Laboratories Current Abbott Laboratories Trading Closed (Shanghai) Co., Ltd. Abbott Molecular, Inc. Current Abbott Pharmaceuticals Current Abbott Vascular Solutions, Inc. Current Abbott Vascular, Inc. Current IDEV Technologies, Inc. Closed Advance Auto Parts Inc. Advance Auto Parts Current Advance Auto Parts, Inc. Closed Allstate Insurance Co. Allstate Insurance Company Current Allstate Investments Current Allstate Texas Lloyd's Closed The Allstate Corporation Current Vincent P. Loeffler Former Alvarez & Marsal A&M Capital Partners, LLC Current Alvarez & Marsal North America Alvarez & Marsal Healthcare Former Industry Group, LLC Alvarez & Marsal Inc. Current Amazon Web Services Inc. Amazon.com, Inc. Closed American Express American Express Global Closed Business Travel Apax Partners LP Apax Europe VII-1, L.P. Closed Apax Europe VII-A, L.P. Closed Apax Europe VII-B, L.P. Closed Apax Partners Ltd. Current Apax US VII, L.P. Closed InfoVista S.A. Closed Apex Credit Partners LLC 54 Madison Partners LLC Current BDCA Advisors LLC Robert Grunewald Current Ask.com InterActiveCorp Closed ServiceMagic Inc. AT&T AT&T Corp. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client AT&T Services Inc. AT&T Inc. Current AT&T Intellectual Property II Current L.P. AT&T Intellectual Property LLC Current AT&T Mobility LLC Closed AT&T Services, Inc. Current DIRECTV Customer Services, Current Inc. DIRECTV Enterprises, LLC Current DIRECTV Group Holdings, LLC Current DIRECTV Holdings LLC Current DIRECTV Latin America, Inc. Closed DIRECTV Merchandising, Inc. Current DIRECTV Operations LLC Former DIRECTV Sports Network LLC Current DIRECTV, Inc. Closed DIRECTV, LLC Current Leap Wireless Closed Teleport Communications of Current America, LLC The DIRECTV Group, Inc. Current Attensity Group Inc. Aeris Capital AG Closed aeris Capital Investment Closed Company Backupify Inc. Datto, Inc. Closed Facebook Inc. Facebook, Inc. Current LinkedIn Technology Crossover Ventures Current Bank of America BA Capital Company, L.P. Current Banc of America Capital Current Investors SBIC, L.P. BancAmerica Capital Investors Current SBIC II, L.P. BancBoston Ventures, Inc. Current Bank of America Capital Current Investors Bank of America Corporation Current Bank of America Merrill Lynch Current Bank of America Ventures Current Bank of America, N.A. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Bank of America, N.A., Beijing Current Branch Continental Illinois Venture Current Corporation Debby Presser Current Merrill Lynch (Asia Pacific) Current Limited Merrill Lynch Credit Products, Current LLC Merrill Lynch Far East Limited Current Merrill Lynch, Pierce, Fenner & Current Smith, Inc. Steven A. Mayer Closed Bank of the West Bank of the West Current BNP Paribas Capital (Asia Closed Pacific) Limited BNP Paribas S.A. Current BNP Paribas Securities (Asia) Closed Limited Barclays Bank PLC Barclays Current Barclays Bank plc Current Barclays Capital Current Barclays Capital Inc. Current Nicholas Apostolatos Closed William P. White Current Bell Canada Q9 Networks, Inc. Current Boots UK AlpInvest Partners B.V. Closed Walgreen Co. Carlyle Asia Investment Advisers Current Limited Carlyle Europe Technology Current Partners III Advisor S.a.r.l. Carlyle Strategic Partners Current Claren Road Asset Management, Closed LLC Edward Mathias Closed Rodney S. Cohen Former The Carlyle Group Current Boots UK Alexander Gourlay Closed ClickTale Ltd. KFN NR Mineral Holdings GP, Closed
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client LLC Toys R Us Inc. KFN NR Mineral Holdings L.P. Closed Walgreen Co. KKR Asia Limited Current KKR Asset Management LLC Current KKR Fund Holdings Closed KKR NR I Mineral Holdings GP, Closed LLC KKR NR I Mineral Holdings L.P. Closed KKR NR I-A Mineral Holdings Closed GP, LLC KKR NR I-A Mineral Holdings Closed L.P. Kohlberg Kravis Roberts & Co. Current L.P. Pillarstone Europe LLP Current Walgreen Company Closed California, State of, Board of Equalization The Williams Institute Current
California, State of, Business Personal Property California, State of, Franchise Tax Board
Canada, Government of, Ministry of Finance Canada Pension Plan Investment Closed Board Canada, Government of, Revenue Agency CPP Investment Board Current
CPPIB Asia Inc. Current David Brackett Current John G. Martin Current CDW Direct LLC CDW Corporation Current CDW LLC Current Centerbridge Group Centerbridge Partners Europe, Closed LLP Centerbridge Partners, L.P. Current Chase Credit Card Banc One Capital Markets, Inc. Current JPMorgan Chase Beth Cottrell Current JPMorgan Chase Bank N.A. Chase Bank USA Closed Chase Bank USA, NA Current Chase Paymentech Solutions LLC Closed
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Christina Trowbridge Current Deborah Brignac Current J.P. Morgan Closed J.P. Morgan Securities Asia Current Pacific Limited J.P. Morgan Securities LLC Current JP Morgan Asset Management Closed JP Morgan Limited Current JP Morgan Securities plc Current JPMorgan Chase & Co. Current JPMorgan Chase Bank, N.A. Current Mary Cook Current Timothy A. Dugan Current Whitney Cook Current Chicago, City of (IL), Department of Finance City of Chicago Current Chicago, City of (IL), Department of Finance, City of Chicago - Finance Closed Tax Division Division CIT Finance LLC Stone Point Capital LLC Current Citicorp Credit Services Inc. Citibank Current Citicorp Current Citicorp Mezzanine III, L.P. Closed Citigroup Global Markets Asia Current Limited Citigroup Global Markets Inc. Current Citigroup Global Markets Ltd. Closed Citigroup Global Markets Realty Closed Corp. Citigroup, Inc. Current CM Liquidating Partnership, L.P. Closed Clarabridge Inc. Bruce R. Evans Current Summit Partners Charles J. Fitzgerald Current Christopher Dean Current E. Roe Stamps, IV Current Harrison Miller Current John R. Carroll Current Joseph Trustey Current Martin Mannion Current Peter Y. Chung Current Scott C. Collins Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Stephen G. Woodsum Current Summit Partners Credit Advisors, Current L.P. Summit Partners Credit Fund Current Summit Partners LLP Current Summit Partners, L.P. Current Thomas S. Roberts Current Walter Kortschak Current Colorado, State of, Department of Revenue State of Colorado Current
Commonwealth Edison Co. Exelon Corporation Current Constellation Energy Group Inc. Volta Energy Technologies, LLC Closed Conopco Inc. d/b/a Unilever Conopco, Inc. Current Dollar Shave Club, Inc. Current Unilever United States, Inc. Current Cost Plus Inc. Leonard Green & Partners L.P. Current Credit Suisse Credit Suisse Current Credit Suisse AG Credit Suisse (Hong Kong) Current Limited Credit Suisse Securities (Europe) Current Limited Credit Suisse Securities (USA) Current LLC Credit Suisse Securities Europe Current Ltd. DataPipe Accel Partners Management LLP Closed Accel-KKR LLC Current Datapipe, Inc. Closed Rob Palumbo Former Thomas C. Barnds Former DataPipe ABRY Investment Partnership, Current L.P. ABRY Partners II, LLC Current ABRY Partners VII Co- Closed Investment Fund, L.P. ABRY Partners VII, L.P. Closed ABRY Partners VIII Co- Closed Investment Fund, L.P. ABRY Partners VIII, L.P. Closed
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client ABRY Senior Equity Co- Current Investment Fund III, L.P. ABRY Senior Equity III, L.P. Current Datapipe, Inc. Closed Royce Yudkoff Closed Deerpath Capital Management LP Deerpath Capital Management, Closed L.P. Dell Financial Services LLC Silver Lake Financial Current Management Company, L.L.C. Silver Lake Kraftwerk Closed Silver Lake Kraftwerk Fund, L.P. Closed Silver Lake Partners L.P. Current Silver Lake Sumeru Current Silver Lake Technology Current Management LLC Dell Software Inc. Beverly Blvd. 2 Current Elliott Associates, L.P. Current Elliott International, L.P. Current Elliott Management Corporation Current Evergreen Coast Capital Corp. Current Heatherden Securities Corp. Current Manchester Securities Corp. Current Quest Software, Inc. Current SonicWall Inc. Current The Liverpool Limited Current Partnership Dell Software Inc. FP III (Cayman) Closed FP Parallel III (Cayman) Closed FP-EFR Parallel Sarl Closed FP-EFR Sarl Closed Francisco Partners Fund II Closed (Cayman), L.P. Francisco Partners Fund II, L.P. Closed Francisco Partners GP Splitter, Closed LLC Francisco Partners III (Cayman), Closed L.P. Francisco Partners III (Domestic Closed AIV) Feeder, LLC
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Francisco Partners III (Domestic Closed AIV), L.P. Francisco Partners III, L.P. Closed Francisco Partners Parallel Fund Closed II, L.P. Francisco Partners Parallel Fund Closed III (Cayman), L.P. Francisco Partners Parallel Fund Closed III, L.P. Francisco Partners, L.P. Current Quest Software, Inc. Current SonicWall Inc. Current Deloitte Deloitte LLP Current Delta Air Lines Inc. Delta Air Lines, Inc. Current Deutsche Asset Management DB U.S. Financial Markets Current Deutsche Investment Management Americas Deutsche Alternative Asset Closed Inc. Management Global Limited DWS Scudder Deutsche Bank AG Current Scudder Investments Deutsche Bank AG, London Current Branch Deutsche Bank AG, New York Current Bank Deutsche Bank Americas Holding Current Corporation Deutsche Bank Securities Inc. Current Deutsche Bank Trust Company Current Americas Deutsche Bank Trust Corporation Current DigiCert Inc. DigiCert Holdings, Inc. Current DigiCert Intermediate Holdings, Current Inc. DigiCert Parent, Inc. Current DigiCert, Inc. Current Orlando Bravo Current Paul Holden Spaht, Jr. Current Scott Crabill Current Seth J. Boro Current Thoma Bravo, LLC Current Disney Shopping Inc. Marvel Enterprises, Inc. Closed
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Domo Inc. Evolution Media Growth Partners Current LLC SurveyMonkey Inc. M West REIT, Inc. Current TPG Alternative and Renewable Closed Technologies Fund TPG Biotechnology Partners II, Closed L.P. TPG Global, LLC Current TPG Growth, LLC Current TPG Opportunities II Closed Management, LLC TPG Real Estate Current TPG Real Estate Partners II, LP Current TPG Special Situations Partners, Current LLC Dyn Inc. Oracle America, Inc. Current Oracle Credit Corp. Oracle Corporation Current Facebook Inc. Facebook, Inc. Current Fifth Street Audit Committee of Fifth Street Current Asset Management, Inc. FTI Consulting Inc. FTI Consulting, Inc. Current FTI, LLC Closed John Howard Batchelor Current Kenneth Fung Current Gander Mountain Co. Pathlight Capital, LLC Closed General Electric Capital Corp. Arc Logistics Partners LP Current GE-Hitachi Nuclear Energy, Inc. Closed General Electric Company Current Lightfoot Capital Partners Current General Motors Corp. Alan S. Batey Current Coskata, Inc. Closed Daniel Ammann Current General Motors ARS Fund Current General Motors Asset Former Management Absolute Return Strategies General Motors Co. Current General Motors Company Current General Motors Corp. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client General Motors Corporation Current General Motors Investment Current Management Corporation General Motors LLC Current General Motors of Canada Ltd. Current General Motors Overseas Current Distribution LLC General Motors, Chevrolet Current Division GM - VIS Litigation Current GMC Corporation Current James B. DeLuca Current Mary T. Barra Current Motors Liquidation Company Current NGMCO, Inc. Current Georgia, State of, Department of Revenue State of Georgia Current
Georgia, State of, Office of the Secretary of State GitHub Inc. Sequoia Capital Current Medallia Sequoia Capital China Advisors Current Limited Qualtrics LLC Goldman Sachs Asset Management Goldman Sachs Current Goldman Sachs (Asia) LLC Current Goldman Sachs Group, Inc. Current Goldman Sachs International Closed Goldman Sachs International Ltd. Closed Goldman Sachs Trust Company Current of Delaware Google Inc. Google Energy Fund Current Management Team Jason Allen Current John M. Woolard Current Nest Labs, Inc. Closed Rick Needham Current Guggenheim Securities LLC Guggenheim Corporate Funding Closed LLC
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Health Care Service Corp. Blue Cross & Blue Shield Current Association Blue Cross and Blue Shield of Current Illinois Blue Cross and Blue Shield of Current Montana Blue Cross and Blue Shield of Current New Mexico Blue Cross and Blue Shield of Current Oklahoma Blue Cross and Blue Shield of Current Texas Blue Cross and Blue Shield of Current Texas, Inc. Blue Cross Blue Shield of Illinois Current Blue Cross Blue Shield of Current Oklahoma Caring for Montanans, Inc. Current Consortium Health Plans, Inc. Current Health Care Service Corporation Current TMG Health, Inc., Audit Closed Committee Helzberg Diamonds Shops Inc. Berkshire Hathaway Energy Co. Current Oriental Trading Co. Inc. BNSF Railway Current Charter Brokerage Holdings Closed Corp. McLane Company, Inc. Current McLane Southern, Inc. Closed Hickory Farms Inc. Hickory Farms, Inc. Closed Highbridge Capital Management LLC Highbridge Principal Strategies Current (UK) LLP Highbridge Principal Strategies Highbridge Principal Strategies, Current LLC HPS Loan Management Upstream Exploration LLC Current Home Depot Direct Interline Brands, Inc. Closed Houlihan Lokey Inc. Bridge Strategy Group LLC Current Houlihan Lokey Howard & Zukin Closed Lionel Leventhal Closed Mariner Investment Group, LLC Closed House of Fraser (Stores) Ltd. HSBC Alternative Investments Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Limited HSBC HSBC Bank plc Current HSBC Corporate Finance (Hong Current Kong) Limited HSBC Holdings PLC Current The Hongkong and Shanghai Closed Banking Corporation Limited IBM Corp. IBM Canada Ltd. Current TeaLeaf Technology Inc. IBM Corporation Current SoftLayer Technologies, Inc. Closed Illinois, State of, Department of Revenue Governor Bruce V. Rauner and Current the Office of the Illinois Governor Illinois, State of, Secretary of State Illinois State Board of Education Closed Illinois, State of, Treasurer's Office Jefferies Asset Management LLC Jefferies Hong Kong Limited Current Jefferies Capital Jefferies LLC Current Jefferies Finance LLC JLL JLL Partners, Inc. Current John G. Howland Current LaSalle Investment Management Current LaSalle Investment Management / Current Jones Lang LaSalle Group Steven F. Stratton Current Johns Hopkins Medicine BRC Lease Company, LLC and Closed Bayview Finance, LLC Johnson & Johnson Johnson & Johnson Current KPMG LLP KPMG LLP Current KPMG LLP (Canada) Current KPMG Services (Proprietary) Closed Limited Kudelski SA The Kudelski Group Current Learning Care Group American Securities LLC Current Lincoln National Life Insurance Co. Lincoln Financial Group Current Lincoln National Corporation Current Lincoln National Life Insurance Current Company Macy's.com Inc. Macy's, Inc. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Marriott Ownership Resorts Inc. Marriott Vacations Worldwide Current Corporation Maryland, State of, Comptroller of, Revenue Montgomery County Teen Former Administration Division Court(Pro Bono) MetLife Inc. MetLife, Inc. Current Metropolitan Life Insurance Co. Morgan Stanley Chicago Loop Parking, LLC Closed Morgan Stanley Broker Dealer Morgan Stanley & Co. Closed International plc Morgan Stanley AIP Phoenix Closed Global Real Estate Secondaries 2009 L.P. Morgan Stanley Asia Limited Current Morgan Stanley Investment Current Management Limited Morgan Stanley Mezzanine Current Partners Morgan Stanley Private Equity Closed Morgan Stanley Real Estate Former Investments Morgan, Stanley & Co. Current PDT Partners, LLC Current Prime Property Fund Current MSC Industrial Supply Co. Special Committee of the Board Current of Directors of MSC Industrial Direct Co., Inc. Nationwide Mutual Insurance Co. Allied Property and Casualty Closed Company Nationwide General Insurance Closed Company Nationwide Insurance Company Closed Nationwide Insurance Company Closed of America Nationwide Life Insurance Current Nationwide Life Insurance Closed Company Nationwide Lloyds Closed Nationwide Mutual Fire Insurance Closed Company
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Nationwide Mutual Insurance Current Company Nationwide Property & Casualty Closed Insurance Company Nationwide Property and Casualty Closed Insurance Company Nationwide Property Mutual Fire Closed Insurance Company The Keats Agency Closed New York, City of (NY), Department of New York City Family Court Current Finance New York, City of (NY), Fire Department New York City Law Department Closed Public Service Program New York, State of, Corporation Tax New York State Senate Closed New York, State of, Department of State, Division of Corporations New York, State of, Sales Tax Nikon Inc. Nikon Corp. Closed Outbrain HarbourVest Partners L.P. Current PagerDuty Inc. Bessemer Venture Partners Current Party City Corp. Advent International Current Advent Private Capital Pty Ltd. Current Party City Corp. Thomas H. Lee Partners Current West Unified Communication Services PricewaterhouseCoopers LLP Price Waterhouse & Co. S.R.L. Current PricewaterhouseCoopers LLP Current PricewaterhouseCoopers LLP Current Ontario PricewaterhouseCoopers, as Closed Receiver for Independent Trust Corporation Wentworth Sons Holdings S.C.A. Current Wentworth Sons Senior Claims Current S.a.r.l. Wentworth Sons Sub-Debt S.a.r.l. Current Qualtrics LLC Accel Growth Fund Current Accel London Investments Closed S.a.r.L. Accel London Management Closed
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Limited Accel Partners Management LLP Closed Qubole Inc. Institutional Venture Partners Closed VIU, L.P. Qubole Inc. Norwest Venture Partners Current Wells Fargo Bank NA Philip Tretiak Current Wells Fargo Financial Leasing Inc. Wachovia Investors, Inc. Current Wells Fargo Bank, N.A. Closed Wells Fargo Securities LLC Current WFC Holdings Corporation Current Quora Inc. Quora, Inc. Current R.R. Donnelley & Sons Co. Courier Corporation Closed Mark D. Thoma Current R.R. Donnelley & Sons Co. Closed Refinery29 Inc. Stripes Group Current Refinery29 Inc. Howard Morgan Current Rothschild Five Arrows Principal Current Investments Five Arrows Principal Current Investments II FPCI Five Arrows Principal Current Investments II SCSP KARN Biddingcompany AB Current Rothschild Inc. Current SAP SuccessFactors Fieldglass, Inc. Closed Social Security Administration 2010-1 SFG Venture LLC Current U.S. Department of Health & Human Services Alejandro Garcia Padilla, as Current Governor of the Commonwealth of Puerto Rico U.S. General Services Administration Commonwealth of Puerto Rico Current United States, Government of the, Department Eddie Baza Calvo Current of Defense United States, Government of the, Department Government Development Bank Current of Homeland Security for Puerto Rico United States, Government of the, Office of Government of Guam Current Personnel Management
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Juan C. Zaragoza Gomez, as Current Secretary of the Puerto Rico Department of Treasury Konstantina Diamantopoulos Current Luis G. Cruz Batista, as Director Current of the Government Development of Puerto Rico Puerto Rico Government Current Development Bank The Department of Economic Closed Development and Commerce of Puerto Rico The Government Development Current Bank of Puerto Rico United States Department of Closed Homeland Security Sony Electronics Inc. Sony Computer Entertainment Current America LLC Sony Computer Entertainment, Current Inc. Sony Corporation Current Sony Corporation of America Current Sony Creative Software, Inc. Current Sony Electronics, Inc. Current Sony Interactive Entertainment Current America LLC Sony Pictures Entertainment, Inc. Closed Sony Pictures Home Current Entertainment Inc. The Orchard Current Starwood Hotels & Resorts SH Group Global IP Holdings, Current LLC Stubhub Inc. eBay, Inc. Closed Suntrust SunTrust Bank Current SunTrust Bank SunTrust Banks, Inc. Current SurveyMonkey Inc. Bain Capital Asia Fund, L.P. Closed Toys R Us Inc. Bain Capital Current Beteiligungsberatung GmbH Bain Capital Credit, Ltd. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Bain Capital Europe, LLC Current Bain Capital Europe, LLP Current Bain Capital Everest Manager Current Holding, S.C.A. Bain Capital Everest Manager Current S.a.r.l. Bain Capital Fund X, L.P. Closed Bain Capital Limited Current Bain Capital Partners LLC Closed Bain Capital Private Equity Current (Asia), LLC Bain Capital Private Equity Current (Europe), LLP Bain Capital Private Equity, LP Current Bain Capital Public Equity, LP Closed Bain Capital Ventures Closed Bain Capital, Inc. Closed Stephen Zide Current SurveyMonkey Inc. SEI III Entrepreneurs Fund, L.P. Closed Spectrum Equity Investors Current Spectrum Equity Investors III, Closed L.P. Spectrum Equity Investors V, L.P. Closed Spectrum III Investment Closed Managers Fund, L.P. Spectrum V Investment Managers Closed Fund, L.P. TA Associates Inc. TA Associates Management, L.P. Current T-Mobile USA Blackstone Capital Partners IV Former L.P. Blackstone Capital Partners VII Current Blackstone Holdings I L.P. Former Blackstone Holdings I/II GP, Inc. Former Blackstone Holdings II L.P. Former Blackstone Holdings III GP Former L.L.C. Blackstone Holdings III L.P. Former Blackstone Holdings IV GP L.P. Former Blackstone Holdings IV L.P. Former
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Blackstone Holdings V GP L.P. Former Blackstone Holdings V L.P. Former Blackstone Hospitality Former Acquisitions, LLC Blackstone Mezzanine Partners, Closed L.P. Blackstone Real Estate Partners Current Blackstone Real Estate Partners Former IV L.P. Blackstone Tactical Opportunities Closed Advisors GSO Capital Partners Current Huntley & Huntley Energy Current Exploration, LLC Jason New Closed LLOG Bluewater, LLC Current The Blackstone Group Current The Blackstone Group Current (Singapore) Pte Ltd. The Blackstone Group Current International Partners LLP T-Mobile USA, Inc. Current T-Mobile USA T-Mobile USA, Inc. Current TrustPilot Ltd. Vitruvian Partners Limited Current Vitruvian Partners LLP Current U.S. Bancorp U.S. Bancorp Current U.S. Bank Current U.S. Bank National Association Current United Healthcare Rally Health, Inc. Current United Parcel Service Inc. Coyote Logistics, LLC Current United Parcel Service of America, Closed Inc. United Parcel Service, Inc. Closed UPS Ground Freight, Inc. Closed UPS Supply Chain Solutions, Inc. Closed Vera Bradley Designs Inc. Kim Colby Former Patricia R. Miller Current Verint Systems Inc. Kana Software, Inc. Current
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Name of Entity and/or Affiliate Name of Entity Searched Status of Entity, that is a K&E Client Verizon Wireless Empire City Subway Company Closed GTE Wireless Current Lowell C. McAdam Closed MCI Communications Services, Current Inc. Verizon Business Global LLC Current Verizon Communications Inc. Current Verizon Enterprise Solutions, Current LLC Verizon New England, Inc. Current Verizon New York, Inc. Current Verizon North Inc. Current Verizon North Inc. - PA Current Verizon Pennsylvania Inc. Current Verizon Washington, D.C., Inc. Current Verizon Wireless Closed W.W. Grainger Inc. W.W. Grainger, Inc. Current Washington, District of Columbia, Office of Lisa Brokenborough Current Tax & Revenue Washington, District of Columbia, Office of Tax & Revenue Willis Towers Watson PLC Willis Towers Watson plc Current Wilmington Trust NA Wilmington Trust SP Services Closed (Frankfurt) GmbH Wilmington Trust-London Current Limited
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EXHIBIT C
Mulligan Declaration
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
) In re: ) Chapter 11 ) ANSWERS HOLDINGS, INC., et al.,1 ) Case No. 17-10496 (SMB) ) Debtors. ) (Jointly Administered) )
DECLARATION OF BRIAN MULLIGAN IN SUPPORT OF THE DEBTOR’S APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
I, Brian Mulligan, being duly sworn, state the following under penalty of perjury:
1. I am the Chief Financial Officer and Treasurer of Answers Holdings, Inc., located
at 6665 Delmar Boulevard, Suite 3000, St. Louis, Missouri 63130.
2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application
for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as
Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition
Date (the “Application”).2 Except as otherwise noted, I have personal knowledge of the matters
set forth herein.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Answers Holdings, Inc. (4504); Answers Corporation (2855); Easy2 Technologies, Inc. (2839); ForeSee Results, Inc. (3125); ForeSee Session Replay, Inc. (2593); More Corn, LLC (6193); Multiply Media, LLC (8974); Redcan, LLC (7344); RSR Acquisition, LLC (2256); Upbolt, LLC (2839); and Webcollage Inc. (7771). The location of Debtor Webcollage Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is: 11 Times Square, 11th Floor, New York, New York 10018.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
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The Debtors’ Selection of Counsel
3. The Debtors recognize that a comprehensive review process is necessary when
selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to
the same client-driven market forces, scrutiny, and accountability as professionals in
non-bankruptcy engagements.
4. Ultimately, the Debtors retained Kirkland because of its extensive experience in
corporate reorganizations, both out-of-court and under chapter 11 of the Bankruptcy Code. More
specifically, Kirkland is familiar with the Debtors’ business operations and many of the potential
legal issues that may arise in the context of these chapter 11 cases. I believe that Kirkland is
both well qualified and uniquely able to represent the Debtor in these chapter 11 cases in an
efficient and timely manner.
Rate Structure
5. In my capacity as Chief Financial Officer and Treasurer, I am responsible for
supervising outside counsel retained by the Debtors in the ordinary course of business. Kirkland
has informed the Debtors that its rates for bankruptcy representations are comparable to the rates
Kirkland charges for non-bankruptcy representations. As discussed below, I am also responsible
for reviewing the statements regularly submitted by Kirkland, and can confirm that the rates
Kirkland charged the Debtors in the prepetition period are the same as the rates Kirkland will
charge the Debtors in the postpetition period.
Cost Supervision
6. The Debtors have approved the prospective budget and staffing plan for the
period from March 3, 2017 to April 17, 2017, recognizing that in the course of a large chapter 11
case like these chapter 11 cases, it is possible that there may be a number of unforeseen fees and
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expenses that will need to be addressed by the Debtors and Kirkland. The Debtors further
recognize that it is their responsibility to monitor closely the billing practices of their counsel to
ensure the fees and expenses paid by the estate remain consistent with the Debtors’ expectations
and the exigencies of the chapter 11 cases. The Debtors will continue to review the statements
that Kirkland regularly submits, and, together with Kirkland, amend the budget and staffing
plans periodically, as the case develops.
7. As they did prepetition, the Debtors will continue to bring discipline,
predictability, client involvement, and accountability to the counsel fees and expenses
reimbursement process. While every chapter 11 case is unique, these budgets will provide
guidance on the periods of time involved the level of the attorneys and professionals that will
work on various matters, and projections of average hourly rates for the attorneys and
professionals for various matters.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge and belief.
Dated: March 10, 2017 Respectfully submitted,
/s/ Brian Mulligan Brian Mulligan Chief Financial Officer and Treasurer Answers Holdings, Inc. and each of its Debtor affiliates
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