Admitted Pro Hac Vice) Cullen D

Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 1 of 63 Kenneth H. Eckstein (admitted pro hac vice) Cullen D. Speckhart (VSB No. 79096) Robert T. Schmidt (admitted pro hac vice) Olya Antle (VSB No. 83153) Stephen D. Zide (admitted pro hac vice) WOLCOTT RIVERS GATES Rachael L. Ringer (admitted pro hac vice) 919 E. Main Street, Suite 2010 KRAMER LEVIN NAFTALIS & FRANKEL LLP Richmond, VA 23219 1177 Avenue of the Americas 200 Bendix Road, Ste. 300 New York, New York 10036 Virginia Beach, VA 23452 Telephone: (212) 715-9100 Telephone: (757) 497-6633 Facsimile: (212) 715-8000 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) TOYS “R” US, Inc., et al., ) Case No. 17-34665 (KLP) ) Debtors.1 ) (Jointly Administered) ) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND LOCAL BANKRUPTCY RULE 2014-1, FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF WOLCOTT RIVERS GATES, P.C. AS LOCAL CO-COUNSEL The Official Committee of Unsecured Creditors of Toys “R” Us, Inc. et al., (the “Committee”), appointed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), submits this application (the “Application”), pursuant to section 1103(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of Bankruptcy Procedure of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing the 1 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 78]. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 2 of 63 Committee to retain and employ Wolcott Rivers, P.C. (“WRG”) as local co-counsel, nunc pro tunc to October 2, 2017. In support of the Application, the Committee relies upon the Declaration of Cullen D. Speckhart, attached hereto as Exhibit B (the “Speckhart Declaration”), and the Declaration of Ronald M. Tucker, attached hereto as Exhibit C (the “Tucker Declaration,” and together with the Speckhart Declaration, the “Declarations”), and respectfully represents as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory and other basis for the relief requested herein are the Bankruptcy Code section 1103(a), Bankruptcy Rule 2014(a), and Local Rule 2014-1. BACKGROUND 3. On September 19, 2017 (the “Petition Date”), each of the above-captioned debtors and debtors in possession (collectively, 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 sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Chapter 11 Cases. 4. On September 26, 2017, pursuant to section 1102(a)(1), the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”) appointed the Committee to represent the interests of all creditors holding unsecured claims in the Chapter 11 Cases [Dkt. No. 206]. The Committee consists of the following nine members: (1) Huffy Corporation; (2) Mattel, Inc.; (3) Evenflo Company Inc.; (4) KIMCO Realty; (5) Simon Property Group, Inc.; (6) The Bank of New 2 Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 3 of 63 York Mellon; (7) Euler Hermes North America Insurance Co.; (8) LEGO Systems, Inc.; and (9) Veritiv Operating Co. The Committee has appointed the following two members as the co-chairs: Mattel, Inc. and Simon Property Group, Inc. 5. On September 26, 2017, the Committee selected Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) as its lead counsel to represent it during the pendency of the Chapter 11 Cases. On October 2, 2017, the Committee selected WRG as proposed local co-counsel to Kramer Levin. The Committee has also selected FTI Consulting as its proposed financial advisor and Moelis & Company LLC as its proposed investment banker. RETENTION OF WRG A. Services to be Provided by WRG 6. The Committee requires knowledgeable local co-counsel to work with Kramer Levin to render essential legal services to the Committee and further the efficiency and economic administration of the Chapter 11 Cases. The Committee anticipates that, in coordination with Kramer Levin, WRG will perform the following services, among others, as directed by the Committee: a. Providing legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Committee’s goals in connection with the prosecution of these Chapter 11 Cases, bearing in mind that the Court relies on local counsel such as WRG to be involved in all aspects of these bankruptcy cases; b. Reviewing, revising, and/or preparing drafts of documents to be filed with the Court as local co-counsel to the Committee; c. Appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as its local co-counsel; d. Performing various services in connection with the administration of these Chapter 11 Cases, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Kramer Levin on pending matters, (iii) preparing and 3 Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 4 of 63 maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties in interest regarding pending matters and the general status of these Chapter 11 Cases and coordinating with Kramer Levin on any necessary responses; e. Interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office; f. Assisting the Committee and Kramer Levin in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Committee or Kramer Levin and not duplicative of services being provided by Kramer Levin; g. Serving as local co-counsel or conflicts counsel employed by the Committee in these Chapter 11 Cases; and h. Performing all other services assigned by the Committee, in consultation with Kramer Levin to WRG as local co-counsel to the Committee, and to the extent WRG determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, WRG will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object. 7. WRG has extensive experience in representing estate representatives, creditors, and creditors’ committees in chapter 11 cases and has provided services similar to those described herein to other creditors, creditors’ committees and estate representatives. Members of WRG’s bankruptcy team have played significant roles in cases of similar size or complexity throughout the country and this region. In addition, WRG is familiar with the local rules of this Court, including all requirements associated with electronic court filing. 8. After due consideration and deliberation, and pursuant to 11 U.S.C. § 1103, the Committee has concluded that its interest and the interests of the Debtors’ creditors would be best served by retention of WRG as local co-counsel to the Committee to render such legal services as are necessary and appropriate to the Committee in connection with the matters set forth above and such additional legal services as may be required from time to time during the pendency of the 4 Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 5 of 63 Chapter 11 Cases. Kramer Levin and WRG will coordinate responsibilities and services rendered to the Committee to avoid any unnecessary duplication and inefficiencies. B. Compensation and Terms of Retention 9. Subject to the Court’s approval, WRG will be compensated at its standard hourly rates, which are based on the professionals’ level of experience, plus reimbursement of the actual and necessary expenses that WRG incurs in accordance with the ordinary and customary rates in effect on the date the services are rendered. At present, the standard hourly rates charged by WRG for cases of this size and complexity are $425 for shareholders, $275 to $375 for associate attorneys, and $125 for paralegals. These hourly rates are subject to annual firm-wide adjustments in the ordinary course of WRG’s business, notice of which shall be provided to the Debtors and the U.S. Trustee. 10. Consistent with WRG’s policy with respect to its other clients, WRG may advance costs or incur expenses in the performance of its services.

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