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In the United States Bankruptcy Court for the Eastern District of Virgina Richmond Division

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In the United States Bankruptcy Court for the Eastern District of Virgina Richmond Division Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 1 of 42 COOLEY LLP COOLEY LLP Cullen D. Speckhart (VSB 79096) Jay R. Indyke (admitted pro hac vice) Admitted to practice in Virginia, New York, Missouri Ian Shapiro (admitted pro hac vice) and Texas; Not admitted to practice in DC, supervised Evan Lazerowitz (admitted pro hac vice) by members of DC bar Paul Springer (admitted pro hac vice) 1299 Pennsylvania Avenue, NW, Suite 700 55 Hudson Yards Washington, DC 20004-2400 New York, NY 10001 Telephone: (202) 842-7800 Telephone: (212) 479-6000 Facsimile: (202) 842-7899 Facsimile: (212) 479-6275 Proposed Counsel to the Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINA RICHMOND DIVISION -------------------------------------- X : Chapter 11 In re: : Case No. 20-33332 (KLP) LE TOTE, INC., et al.1 : (Jointly Administered) Debtors. : -------------------------------------- X APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LE TOTE, INC., ET AL., FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF COOLEY LLP AS COUNSEL EFFECTIVE AS OF AUGUST 13, 2020 The Official Committee of Unsecured Creditors (the “Committee”) appointed in these chapter 11 cases of the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby files this application (this “Application”) for an order, substantially in the form attached hereto as Exhibit A, authorizing the retention and employment of Cooley LLP (“Cooley”) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed August 2, 2020 [Docket No. 3]. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 2 of 42 as its counsel pursuant to section 1103 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Bankruptcy Rules for the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”), and 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 (the “U.S. Trustee Guidelines”). In support of this Application, the Committee also files the (i) Declaration of Cullen D. Speckhart of Cooley LLP in Support of the Application to Retain and Employ Cooley LLP as Counsel to the Official Committee of Unsecured Creditors of Le Tote, Inc., et al., Effective as of August 13, 2020 (the “Speckhart Declaration”), attached hereto as Exhibit B, and (ii) Declaration of Oshri Harari Chair of the Committee, in Support of the Application to Retain and Employ Cooley LLP as Lead Counsel to the Official Committee of Unsecured Creditors of Le Tote, Inc., et al., Effective as of August 13, 2020 (the “Harari Declaration”), attached hereto as Exhibit C . JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the Eastern District of Virginia (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated August 15, 1984. The Committee confirms its consent, pursuant to Bankruptcy Rule 7008 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 before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicate for the relief sought herein is section 1103(a) of the Bankruptcy Code. Relief 2 Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 3 of 42 is also proper pursuant to Bankruptcy Rule 2014 and the Local Rules. Applicant will apply for compensation in accordance with sections 330 and 331 of the Bankruptcy Code. BACKGROUND 3. On August 2, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition with this Court 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 sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases by the Office of the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”). 4. On August 12, 2020, the U.S. Trustee appointed the Committee, consisting of the following three members: (i) The CIT Group/Commercial Services, Inc., (ii) G-III Leather Fashions, Inc., and (iii) Liquidity Capital II, L.P. 5. On August 13, 2020, the Committee selected Cooley as its proposed counsel and BDO USA LLP (“BDO”) as its proposed financial advisor. RELIEF REQUESTED AND REASONS THEREFOR 6. By this Application, pursuant to section 1103(a) of the Bankruptcy Code and Bankruptcy Rule 2014, the Committee requests entry of the proposed order attached hereto as Exhibit A , approving the employment and retention of Cooley, effective as of August 13, 2020, as its counsel in connection with these chapter 11 cases. 7. By separate application, the Committee is seeking to employ and retain BDO as its financial advisor. 8. In light of Cooley’s expertise representing creditors’ committees in chapter 11 cases throughout the United States, along with Cooley’s specific retail bankruptcy experience, Cooley 3 Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 4 of 42 believes it would be cost-effective for the Committee to retain Cooley as its counsel. Cooley is well suited to represent the Committee, having represented official committees in cases such as 24 Hour Fitness, Advanced Sports, Aerogroup, American Apparel, Avenue Stores, Big M, Blockbuster, Bob’s Stores, Brookstone, Celadon Group, City Sports, Charming Charlie, Claire’s, Destination Maternity, Eddie Bauer, Edwin Watts, Federated Department Stores, Filene’s Basement, Fresh Produce, Fuhu, Fusion Connect, Golfsmith, Gottschalk’s, Great Lakes Comnet, Hancock Fabrics, Health Diagnostics Laboratory, Hipcricket, J.C. Penney, Joyce Leslie, KB Toys, KIT Digital, Magnetation, Marsh Supermarkets, Mervyn’s, Midway Gold, Montgomery Ward, National Stores, Orchard Brands, Oriental Trading, PacSun, Pizzeria Uno, RadioShack, Republic Metals, Ritz Camera, Rockport Co., rue21, Sbarro, Signature Styles, SkyMall, Steve & Barry’s, Sharper Image, Sizmek, Stage Stores, Straight Up, The Athlete’s Foot, The Wet Seal, Today’s Man, Tower Records, True Religion, Vertis Holdings, Videology, and Z Gallerie, among many others. 9. Pursuant to section 1103(a) of the Bankruptcy Code, the Committee requests that this Court approve the employment of Cooley as its counsel to, among other things: (a) Attend the meetings of the Committee; (b) Review financial and operational information furnished by the Debtors to the Committee; (c) Analyze and negotiate the budget and the terms and use of the Debtors’ cash collateral; (d) Assist in the Debtors’ efforts to market and sell their assets in a manner that maximizes value for creditors; (e) Assist the Committee in negotiations with the Debtors and other parties in interest on the Debtors’ proposed chapter 11 plan and/or exit strategy for these cases; (f) Confer with the Debtors’ management, counsel, and financial advisor and any other retained professionals; 4 Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 5 of 42 (g) Confer with the principals, counsel, and advisors of the Debtors’ lenders and equityholders; (h) Review the Debtors’ schedules, statements of financial affairs, and business plan; (i) Advise the Committee as to the ramifications regarding all of the Debtors’ activities and motions before this Court; (j) Review and analyze the Debtors’ financial advisors’ work product and report to the Committee; (k) Investigate and analyze certain of the Debtors’ prepetition conduct, transactions, and transfers; (l) Provide the Committee with legal advice in relation to the chapter 11 cases; (m) Prepare various pleadings to be submitted to the Court for consideration; and (n) Perform such other legal services for the Committee as may be necessary or proper in these proceedings. 10. Cooley has advised the Committee that it intends to apply to the Court for compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, U.S. Trustee Guidelines, and any administrative compensation order entered in these chapter 11 cases. The proposed rates of compensation, subject to final Court approval, are the customary hourly rates in effect when services are performed by the attorneys, legal assistants, and staff who provide services to the Committee after application of a negotiated and agreed upon ten percent (10%) discount. These hourly rates are subject to periodic adjustment and the Committee has been advised of that fact. 11. The current hourly rates of the Cooley professionals anticipated to be primarily staffed on this matter are set forth in the chart below. 5 Case 20-33332-KLP Doc 332 Filed 09/14/20 Entered 09/14/20 16:05:52 Desc Main Document Page 6 of 42 Attorney / Status Standard Hourly Discounted Paraprofessional Rate Hourly Rate Jay R.
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