Case 20-33332-KLP Doc 197 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Main Document Page 1 of 14 Steven J. Reisman (admitted pro hac vice) Donald C. Schultz (VSB No. 30531) Theresa A Foudy (admitted pro hac vice) W. Ryan Snow (VSB No. 47423) Marc B. Roitman (admitted pro hac vice) David C. Hartnett (VSB No. 80452) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000
-and-
Ethan D. Trotz (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200
Proposed Co-Counsel to the Restructuring Committee of the Board of Directors of Le Tote, Inc.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ______) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ______)
APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF AUGUST 2, 2020
Le Tote, Inc. (“Le Tote”) and the above-captioned debtors and debtors in possession
(collectively, the “Debtors”), respectfully state as follows in support of this application (this
“Application”):2
1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.
2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Ed Kremer, Chief Restructuring Officer of Le Tote, Inc., in Support of Chapter 11 Petition and First Day Motions [Docket No. 15]. Case 20-33332-KLP Doc 197 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Main Document Page 2 of 14
Relief and Requested
1. The Debtors seek entry of an order (the “Order”), substantially in the form attached
hereto as Exhibit A, approving the employment and retention of Katten Muchin Rosenman LLP
(“Katten”) as special counsel to render independent services on behalf of and at the sole direction
of the restructuring committee (the “Restructuring Committee”) of the board of directors (the
“Board”) of Le Tote, effective as of August 2, 2020 (the “Petition Date”), in accordance with the
terms and conditions of that certain engagement letter dated as of April 27, 2020 (as amended,
modified, or supplemented, the “Engagement Letter”), annexed as Exhibit 1 to the Order; and
(b) granting related relief. In support of this Application, the Debtors rely upon and incorporate
by reference the declaration of Steven J. Reisman, a partner at Katten (the “Reisman Declaration”),
attached hereto as Exhibit B, and the declaration of Matthew Kahn, a disinterested director of Le
Tote and member of the Restructuring Committee (the “Kahn Declaration”), attached hereto as
Exhibit C.
Jurisdiction and Venue
2. 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 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.
3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.
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4. The bases for the relief requested herein are sections 327(e), 328(a) and 1107(b) of
title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and
2016(a), and Rules 2014-1 and 2016-1 of the Local Rules of the United States Bankruptcy Court
for the Eastern District of Virginia (the “Local Rules”).
Background
5. The Debtors are the combination of Le Tote—a venture-backed fashion rental
subscription service founded in 2012 in San Francisco—and Lord & Taylor—the iconic luxury
retailer which traces its origins to 1826 in New York. Le Tote purchased Lord & Taylor in a
transaction which closed in November 2019. The Debtors operate both an online, subscription-
based clothing rental service and a full-service fashion retailer with 38 brick-and-mortar locations
and a robust e-commerce platform.
6. On the Petition Date, the Debtors filed voluntary petitions for relief under chapter
11 of the Bankruptcy Code. The Debtors are operating their business and managing their
properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
On August 3, 2020, the Court entered an order [Docket No. 72] authorizing the joint administration
and procedural consolidation of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b). On
August 12, 2020, the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”)
appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy
Code (the “Committee”) [Docket No. 117].
Katten’s Qualifications
7. The Debtors seek to retain Katten, on behalf of and at the sole direction of the
Restructuring Committee, because of its experience in, among other areas, financial restructuring,
litigation, corporate governance, corporate finance, and independent investigations in the context
of chapter 11 cases. Since its engagement on April 27, 2020, Katten has been assisting the
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Restructuring Committee in conducting its Investigation (as defined below), and has already
completed a substantial amount of work in connection with the Investigation. Katten has become
familiar with the Debtors and various aspects of their financial affairs and reorganization. As such,
the Debtors believe that Katten is well-qualified to continue to represent the Restructuring
Committee in an efficient and timely manner in connection with the Investigation.
8. Katten lawyers have significant experience representing and advising the spectrum
of constituents in chapter 11 proceedings, including debtors, committees, secured and unsecured
creditors, independent or disinterested directors, special committees, shareholders, and others, as
well as providing advice with respect to fiduciary duties in connection with chapter 11
proceedings.
9. Katten has been actively involved in and has represented debtors in many major
chapter 11 cases, including, among others: In re CraftWorks Parent, LLC et al., No. 20-10475
(BLS) (Bankr. D. Del. Apr. 11, 2020); In re Sizmek, Inc., No. 19-10971 (SMB) (Bankr. S.D.N.Y.
Apr. 23, 2019); In re J&M Stores, Inc., No. 18-11901 (LSS) (Bankr. D. Del. Aug. 27, 2018); and
In re Vitamin World, Inc., No 17-11933 (KJC) (Bankr. D. Del. Oct. 18, 2017). In addition, Katten
has represented disinterested directors before this Court, see In re Intelsat S.A., No. 20-32299
(KLP) (Bankr. E.D. Va. July 1, 2020) and In re Toys “R” Us, Inc., No. 17-34665 (KLP) (Bankr.
E.D. Va. May 24, 2018), and in numerous other chapter 11 cases, including, among others: In re
Sable Permian Resources, LLC, et al., No. 20-33193 (MI) (Bankr. S.D. Tex. July 15, 2020); In re
Neiman Marcus Group LTD LLC, et al., No. 20-32519 (DRJ) (Bankr. S.D. Tex. July 8, 2020); In
re J.C. Penney Co., Inc., et al., No. 20-20182 (DRJ) (Bankr. S.D. Tex. July 2, 2020); In re Sheridan
Holding Company I, LLC, et al. No. 20-31884 (DRJ) (Bankr. N.D. Tex. Apr. 24, 2020); In re
Anna Holdings, Inc., No. 19-12551 (Bankr. D. Del. Jan. 7, 2020); and In re PES Holdings, LLC,
No. 18-10122 (KG) (Bankr. D. Del. May 14, 2018). Moreover, the attorneys at Katten have broad
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experience acting as conflicts counsel to debtors in large chapter 11 cases, including in In re
Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr. S.D.N.Y. Apr. 22, 2019) and In re
Barneys New York, Inc., No. 19-36300 (CGM) (Bankr. S.D.N.Y. Sept. 19, 2019). While at a prior
firm, certain of the attorneys at Katten working on this engagement represented debtors as conflicts
counsel in many additional cases, including, among others: In re Fairway Grp. Holdings Corp.,
No. 16-11241 (MEW) (Bankr. S.D.N.Y. June 1, 2016); In re Breitburn Energy Partners LP,
No. 16-11390 (SMB) (Bankr. S.D.N.Y. June 15, 2016); In re Genco Shipping & Trading Limited,
No. 14-11108 (SHL) (Bankr. S.D.N.Y. May 16, 2014); In re American Roads LLC, No. 13-12412
(BRL) (Bankr. S.D.N.Y. Aug. 21, 2013); In re Residential Capital, LLC, No. 12-12020 (MG)
(Bankr. S.D.N.Y. July 16, 2012); In re Hawker Beechcraft, Inc., No. 12-11873 (SMB) (Bankr.
S.D.N.Y. May 30, 2012); In re Gen. Mar. Corp., No. 11-15285 (MG) (Bankr. S.D.N.Y.
Dec. 12, 2011); In re Sbarro, Inc., No. 11-11527 (SCC) (Bankr. S.D.N.Y. May 3, 2011); In re
FGIC Corp., No. 10-14215 (SMB) (Bankr. S.D.N.Y. Oct. 19, 2010); In re CIT Grp., Inc.,
No. 09-16565 (ALG) (Bankr. S.D.N.Y. Nov. 24, 2009); In re Readers’ Digest Ass’n, Inc.,
No. 09-23529 (RDD) (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., No. 09-14326 (ALG)
(Bankr. S.D.N.Y. July 31, 2009); In re Star Tribune Holdings Corp., No. 09-10244 (RDD) (Bankr.
S.D.N.Y. Feb. 9, 2009); and In re Lehman Brothers Holdings Inc., No. 08-13555 (JMP) (Bankr.
S.D.N.Y. Nov. 21, 2008).
10. Katten’s knowledge and expertise in complex chapter 11 cases, as well as its
extensive practice and knowledge of the Bankruptcy Code and the Bankruptcy Rules, makes it
substantively ideal to efficiently serve the needs of the Restructuring Committee.
Services to be Provided
11. In connection with the Debtors’ restructuring efforts, the Board, acting on behalf of
the Debtors, pursuant to resolutions dated April 16, 2020, established the Restructuring Committee
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to explore, review, evaluate and negotiate strategic restructuring alternatives, and appointed
Matthew Kahn and Pamela Corrie (the “Disinterested Directors”) as the sole members thereof.
12. The Restructuring Committee is conducting an independent investigation (the
“Investigation”) into certain potential claims and causes of action held by the Debtors’ estates. The
Investigation is focused on weighing the merits of any claims against insiders or third parties,
including those arising in connection with Le Tote’s purchase of Lord & Taylor. In addition, the
Restructuring Committee is investigating whether the releases by the Debtors provided for in the
Debtors’ proposed chapter 11 plan (as may be amended or otherwise modified from time to time,
the “Plan”) are proper under the circumstances and are being given in exchange for adequate
consideration. To that end, Katten has been retained as independent counsel to the Restructuring
Committee, and the Debtors request authority to retain Katten to continue to provide independent
legal services as are necessary and requested by the Restructuring Committee in connection with the
Investigation.
13. Before the Petition Date, Katten provided various legal services relating to the
Investigation, including, without limitation: (a) reviewing and analyzing historical transactions
and documents relating thereto; (b) analyzing potential claims held by the Debtors; (c) conducting
certain management interviews; and (d) advising the Restructuring Committee on matters related
to the Investigation. Katten’s work in connection with the Investigation remains open and will
continue during the pendency of these chapter 11 cases.
14. Pursuant to separate retention applications filed with this Court, the Debtors have
sought to retain Kirkland & Ellis LLP (“K&E”) and Kutak Rock LLP (“Kutak”) as general
bankruptcy co-counsel to the Debtors. The services rendered and functions performed by Katten
are not duplicative of work performed by K&E, Kutak, or any other law firm retained by the
Debtors and instead are limited to the matters described in this Application.
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Professional Compensation
15. Subject to this Court’s approval and in accordance with sections 330 and 331 of
the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules and other procedures
that may be fixed by the Court, the Debtors, at the sole direction of the Restructuring
Committee, request that Katten be compensated on an hourly basis and that Katten receive
reimbursement of actual and necessary expenses incurred in connection with its representation
of the Restructuring Committee in these chapter 11 cases. Further, Katten intends to apply for
compensation for professional services rendered in connection with these chapter 11 cases,
subject to this Court’s approval and in compliance with the applicable provisions of the
Bankruptcy Code, Bankruptcy Rules, the Local Rules and any other applicable orders issued
by this Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other
charges incurred by Katten in connection with these chapter 11 cases. In accordance with the
terms of the Engagement Letter, the Debtors have agreed to compensate Katten for the work
performed on behalf of and at the sole direction of the Restructuring Committee.
16. Katten informed the Debtors that, subject to this Court’s approval, it will bill at its
standard hourly rates, which currently are as follows:3
Billing Category4 U.S. Range Partners $770-$1,555 Of Counsel $895-$1,475 Associates $460-$970 Paraprofessionals $195-$580
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.
4 Although Katten does not anticipate using contract attorneys during these Chapter 11 Cases, in the unlikely event that it becomes necessary to use contract attorneys, Katten 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 Katten will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code. While the rate ranges provided for in this Application
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17. Katten’s hourly rates are set at a level designed to compensate Katten fairly for the
work of its attorneys and legal assistants and to cover fixed and routine expenses. The rates and
rate structure provided by Katten are appropriate and reflect the complex and time sensitive nature
of the matters Katten will be handling. Moreover, the hourly rates that Katten will use in these
chapter 11 cases are the same hourly rates that Katten uses in non-restructuring matters.
18. The Debtors believe these rates are consistent with market rates for comparable
services, and have been informed that Katten sets its hourly rates on an annual basis. These hourly
rates are subject to periodic adjustments (typically on October 1st of each year) to reflect economic
and other conditions.5 Katten will provide ten (10) business days’ notice of any rate increases to
the Restructuring Committee, the Debtors, the U.S. Trustee, and the Committee.
19. Katten currently charges its clients $0.10 per page for standard black and white
duplication and $0.25 per page for color duplication. Katten does not charge its clients for
incoming facsimile transmissions. Computer-assisted legal research is used whenever the
researcher determines that it is more cost effective than using traditional (non-computer assisted
legal research) techniques.
20. Katten will maintain detailed records of actual and necessary costs and expenses
incurred in connection with the legal services it provides to the Restructuring Committee. The
Debtors understand that Katten is customarily reimbursed for all expenses incurred in connection
may change if an individual leaves or joins Katten, and if any such individual’s billing rate falls outside the ranges disclosed above, Katten does not intend to update the ranges for such circumstances.
5 For example, like many of its peer law firms, Katten typically increases the hourly billing rate of attorneys and paraprofessionals once 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).
8 Case 20-33332-KLP Doc 197 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Main Document Page 9 of 14
with the representation of a client in a given matter, including, but not limited to, photocopying
services, printing, delivery charges, filing fees, postage, “working” meals, and computer research.
21. As set forth in the Reisman Declaration, prior to the Petition Date, Katten received
a retainer payment (the “Retainer”) from the Debtors as compensation for professional services to
be performed and for the reimbursement of reasonable and necessary expenses. Katten has not
applied the Retainer to any fees and expenses incurred. The Retainer will be held on account and
applied, to the extent allowed by the Court, to the payment of fees for services rendered and the
reimbursement of expenses incurred by Katten in the course of these chapter 11 cases.
No Adverse Interest
22. To the best of the Debtors’ knowledge and the Restructuring Committee’s
knowledge, except as described in the Reisman Declaration, Katten does not represent or hold any
interest adverse to the Debtors or their respective estates with respect to matters on which Katten
is to be retained.
23. Katten will periodically review its files 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, Katten will use reasonable efforts to identify
such further developments and will promptly file a supplemental declaration, as required by
Bankruptcy Rule 2014(a).
No Duplication of Services
24. The Debtors believe that the services provided by Katten will not duplicate the
services other professionals will be providing to the Debtors in these chapter 11 cases. The Debtors
will coordinate with Katten and the Debtors’ other professionals to minimize unnecessary
duplication of efforts among the Debtors’ professionals. In particular, Katten will neither act as
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the Debtors’ general bankruptcy counsel in these chapter 11 cases, nor as general bankruptcy
counsel to Le Tote.
Basis for Relief
25. Section 327(e) of the Bankruptcy Code provides:
[T]he trustee, with the court’s approval, may employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.
11 U.S.C. § 327(e).
26. Section 1107(b) of the Bankruptcy Code provides that a person is not disqualified
for employment under section 327 of the Bankruptcy Code by a debtor-in-possession solely
because of such person’s employment by or representation of the debtor before the commencement
of the case. Id. § 1107(b).
27. Under section 328(a) of the Bankruptcy Code, with the Court’s approval, a debtor
in possession may employ professional persons under section 327 of the Bankruptcy Code “on any
reasonable terms and conditions of employment, including on retainer, on an hourly basis, on a
fixed or percentage basis, or on a contingent fee basis.” Id. § 328(a).
28. 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 United States trustee, or any person employed in the office of the United States trustee.
FED. R. BANKR. P. 2014.
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29. Retention of an attorney under section 327(e) does not require the same searching
inquiry required for a debtor to retain general bankruptcy counsel under section 327(a). See
Meespierson Inc. v. Strategic Telecom Inc., 202 B.R. 845, 847 (D. Del. 1996) (“[S]pecial counsel
employed under [section] 327(e) need only avoid possessing a conflict of interest concerning the
matter at hand.”).
30. Nevertheless, the phrase “does not represent or hold any interest adverse to the
debtor or to the estate” requires a factual determination of “all relevant facts surrounding the
debtors’ case, including, but not limited to, the nature of the debtor’s business, all foreseeable
employment of special counsel, [and] the expense of replacement counsel. . .” In re Woodworkers
Warehouse, Inc., 323 B.R. 403, 406 (D. Del. 2005). In general, however, subject to the
requirements of sections 327 and 1107, a debtor-in-possession is entitled to the counsel of its
choosing. In re Vouzianas, 259 F.3d 103, 108 (2d Cir. 2001) (observing that “[o]nly in the rarest
cases should the trustee be deprived of the privilege of selecting his own counsel”).
A. Katten’s Retention Is Necessary and is in the Best Interests of the Debtors’ Estates.
31. The Debtors believe that, in light of Katten’s significant expertise in the types of
matters for which it has been retained and is proposed to continue to render services, as well as its
substantive involvement in such matters prepetition on behalf of the Restructuring Committee, it
is in the best interests of the Debtors’ estates to retain Katten as special counsel. Indeed, if the
Debtors are required to retain different counsel to replace Katten with respect to the Investigation,
the Debtors will need to find, educate and integrate new counsel in the Investigation, and expend
significant resources in doing so, rather than devoting their time and focus to their reorganization
efforts. In this respect, retaining Katten will avoid unnecessary administrative expenses and
delays, result in cost efficiencies, and provide valuable assistance to the Debtors’ efforts to
reorganize.
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B. Katten Neither Holds Nor Represents any Interest Adverse to the Debtors.
32. Except as set forth below and in the Reisman Declaration, Katten, to the best of the
Debtors’ and the Restructuring Committee’s knowledge, information, and belief, does not
represent, and does not hold, any interest adverse to the Debtors or their estates, their creditors, or
equity security holders, their respective attorneys and accountants, the U.S. Trustee, any person
employed by the Office of the U.S. Trustee, or any other party in interest in these chapter 11 cases
in the matters for which Katten is to be retained.
33. Moreover, the lawyers and staff expected to provide services to the Debtors on
behalf of the Restructuring Committee are not related to the U.S. Trustee assigned to these chapter
11 cases, any person employed in the Office of the U.S. Trustee, or the Bankruptcy Judge presiding
over these chapter 11 cases.
34. Accordingly, the Debtors submit that for all the reasons stated above and in the
Reisman Declaration and the Kahn Declaration, the retention and employment of Katten as counsel
to the Debtors, on behalf of and at the sole direction of the Restructuring Committee, is appropriate
and warranted.
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
35. To implement the foregoing successfully, the Debtors request that the Court enter
an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and
that the Debtors have established cause to exclude such relief from the 14-day stay period under
Bankruptcy Rule 6004(h).
Notice
36. The Debtors will provide notice of this Application via first class mail, facsimile or
email (where available) to: (a) the Office of the United States Trustee for the Eastern District of
Virginia, Attn: Kathryn R. Montgomery and Lynn A. Kohen; (b) the Committee and counsel
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thereto; (c) the agents under the Debtors’ prepetition secured facilities and counsel thereto; (d)
counsel to HBC US Holdings LLC and HBC US Propco Holdings LLC; (e) the Internal Revenue
Service; (f) the office of the attorneys general for the states in which the Debtors operate; (g) the
United States Attorney’s Office for the Eastern District of Virginia; (h) the Securities and
Exchange Commission; (i) the National Association of Attorneys General; (j) the Debtors’
landlords; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002
(collectively, the “Notice Parties”). The Debtors submit that, in light of the nature of the relief
requested, no other or further notice need be given.
No Prior Request
37. 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, for the reasons set forth herein, in the Reisman Declaration, and in
the Kahn Declaration, 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 such other relief
as the Court deems appropriate under the circumstances.
Richmond, Virginia /s/ Matthew Kahn Dated: August 24, 2020 Matthew Kahn Disinterested Director Le Tote, Inc.
/s/ Donald C. Schultz CRENSHAW, WARE & MARTIN, PLC KATTEN MUCHIN ROSENMAN LLP Donald C. Schultz (VSB No. 30531) Steven J. Reisman (admitted pro hac vice) W. Ryan Snow (VSB No. 4743) Theresa A. Foudy (admitted pro hac vice) David C. Hartnett (VSB No. 80452) Marc B. Roitman (admitted pro hac vice) 150 West Main Street, Suite 1500 575 Madison Avenue Norfolk, Virginia 23510 New York, New York 10022 Telephone: (757) 623-3000 Telephone: (212) 940-8800 Email: [email protected] Email: [email protected] [email protected] [email protected] [email protected] [email protected]
-and-
KATTEN MUCHIN ROSENMAN LLP Ethan D. Trotz (admitted pro hac vice) 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Email: [email protected]
Proposed Co-Counsel to the Proposed Co-Counsel to the Restructuring Committee of the Restructuring Committee of the Board of Directors of Le Tote, Inc. Board of Directors of Le Tote, Inc.
14 Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 1 of 19
Exhibit A
Proposed Order
Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 2 of 19 Steven J. Reisman (admitted pro hac vice) Donald C. Schultz (VSB No. 30531) Theresa A Foudy (admitted pro hac vice) W. Ryan Snow (VSB No. 47423) Marc B. Roitman (admitted pro hac vice) David C. Hartnett (VSB No. 80452) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000
-and-
Ethan D. Trotz (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200
Proposed Co-Counsel to the Restructuring Committee of the Board of Directors of Le Tote, Inc.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ______) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ______)
ORDER GRANTING APPLICATION OF THE DEBTORS AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTION 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF AUGUST 2, 2020
Upon the application (the “Application”)2 of Le Tote, Inc. (“Le Tote”) and the above- captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order (this
“Order”) (a) authorizing the Debtors to employ and retain Katten Muchin Rosenman LLP
(“Katten”) as counsel to render independent legal services on behalf of and at the sole direction of the restructuring committee (the “Restructuring Committee”) of the board of directors of Le Tote,
1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.
2 Capitalized terms used in this Order but not otherwise defined in this Order shall the meanings ascribed to them in the Application. Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 3 of 19
effective as of August 2, 2020, in accordance with the terms and conditions set forth in the
engagement letter dated as of April 27, 2020 (as amended, modified, or supplemented,
the “Engagement Letter”), attached hereto as Exhibit 1; and (b) granting related relief, all as more
fully set forth in the Application; and upon the Reisman Declaration attached as Exhibit B to the
Application; and upon the Kahn Declaration attached as Exhibit C to the Application; and this
Court having 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; and this Court having found that it may enter a final order consistent with Article
III of the United States Constitution; and this 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 this
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 this Court having found that the
Debtors’ notice of the Application and opportunity for a hearing on the Application were appropriate under the circumstances and that no other or further notice need be provided; and this
Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this 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 upon all of the proceedings had before this Court; and after due
deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is granted as set forth in this Order.
2. Pursuant to sections 327(e), 328(a), and 1107(b) of the Bankruptcy Code, the
Debtors are hereby authorized to retain Katten as independent counsel to the Restructuring
2 Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 4 of 19
Committee, effective as of August 2, 2020, pursuant to the terms and conditions set forth in the
Application and the Engagement Letter.
3. Retention of Katten pursuant to section 327(e) of the Bankruptcy Code is appropriate given the specific scope of the proposed retention and Katten’s prepetition representation.
4. Katten shall file with the Court interim and final fee applications for allowance of its compensation and reimbursement of its expenses with respect to services rendered in these chapter 11 cases, in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, this Order, and such other procedures as may be fixed by order of the
Court.
5. Katten shall apply any remaining amounts of its prepetition Retainer as a credit toward postpetition fees and expenses, after such postpetition fees and expenses are approved by this Court.
6. Katten shall include in its fee applications, among other things, contemporaneous time records setting forth a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the
Restructuring Committee in one-tenth (.1) hour increments.
7. Prior to any increases in Katten’s rates with respect to this Order and the
Application, Katten shall file a supplemental affidavit with the Court and provide ten business days’ notice to the Debtors, the U.S. Trustee, and the Official Committee of Unsecured Creditors, which supplemental affidavit shall explain the basis for the requested rate and state whether the
Debtors have consented to the rate increase. The U.S. Trustee retains all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness standard provided for
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in section 330 of the Bankruptcy Code, and all rates and rate increases are subject to review by the
Court.
8. Notwithstanding any provision to the contrary in the Engagement Letter, any dispute relating to the services provided by Katten shall be referred to arbitration consistent with the terms of the Engagement Letter only to the extent that this Court does not have, retain or exercise jurisdiction over the dispute, and 28 U.S.C. § 1334(e)(2) shall govern the form for resolving fee disputes.
9. To the extent there is any inconsistency between the terms of the Engagement
Letter, the Application, and this Order, the terms of this Order shall govern.
10. The notice requirements of Bankruptcy Rule 6004(a) are deemed waived.
11. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.
12. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application.
13. Notwithstanding any term in the Engagement Letter to the contrary, this Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.
Dated: ______Richmond, Virginia United States Bankruptcy Judge
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WE ASK FOR THIS: SEEN AND AGREED:
/s/ Office of the U.S. Trustee /s/ Donald C. Schultz 701 East Broad Street, Suite 4303 Donald C. Schultz (VSB No. 30531) Richmond, Virginia 23219 W. Ryan Snow (VSB No. 47423) Telephone: (804) 771-2327 David C. Hartnett (VSB No. 80452) [email protected] CRENSHAW, WARE & MARTIN, PLC
150 West Main Street Office of the Unites States Trustee Suite 1500 Norfolk, Virginia 23510 Telephone: (757) 623-3000 Email: [email protected] [email protected] [email protected] -and-
KATTEN MUCHIN ROSENMAN LLP Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) Marc B. Roitman (admitted pro hac vice) 575 Madison Avenue New York, New York 10022 Telephone: (212) 940-8800 Email: [email protected] [email protected] [email protected]
-and-
Ethan D. Trotz (admitted pro hac vice) 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200 Email: [email protected]
Proposed Co-Counsel to the Restructuring Committee of the Board of Directors of Le Tote, Inc.
CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)
Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.
/s/ Donald C. Schultz
Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 7 of 19
Exhibit 1
Engagement Letter
Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 8 of 19
575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel www.katten.com
STEVEN J. REISMAN [email protected] 212.940.8700 direct
Dated as of April 27, 2020
VIA EMAIL: [email protected]
Michael van den Berg General Counsel Le Tote, Inc. 3130 20th Street Suite 225 San Francisco, CA 94110
Re: Engagement Agreement
Dear Michael:
We are pleased to have the opportunity to be retained by Le Tote, Inc. (the “Company”), to render independent services at the sole direction of the disinterested directors, Matthew Kahn and Pamela Corrie (collectively, the “Client”), with regard to matters pertaining to the potential chapter 11 cases of the Company and certain of its affiliates and subsidiaries, and such other matters as the Client may request and the Firm may agree to handle (collectively, the “Matter”). This letter and the enclosed Terms of Engagement, which contains a provision on conflicts of interest, describe the basis on which the Firm provides legal services.
I will be the lawyer at the firm with the primary responsibility for the Matter and understand that it is your expectation, as well as my own intention, that I be involved in managing all aspects of this engagement. I will be assisted by such other partners, associates and other members of the Firm as appropriate. As indicated in the Terms of Engagement, our fees are based upon our hourly rates unless otherwise noted herein.
Please review the Terms of Engagement (which immediately follow the signature page), with the assistance of independent counsel if you wish, and let me know if you have any questions about them. If all the terms are satisfactory, please indicate your consent by signing this letter and returning it to me. However, your continuing instructions in this matter will amount to your acceptance of the terms of this letter, including the Terms of Engagement (collectively the “Terms”). All parties to this agreement agree that a digital signature shall be effective to prove each party’s agreement to the Terms. Furthermore, the parties agree that the Terms may be proven through an electronic copy in digital format, and that no “original” hard-copy document need be retained to prove the Terms.
CENTURY CITY CHARLOTTE CHICAGO DALLAS HOUSTON LOS ANGELES NEW YORK ORANGE COUNTY SHANGHAI WASHINGTON, DC LONDON: KATTEN MUCHIN ROSENMAN UK LLP A limited liability partnership including professional corporations Case 20-33332-KLP Doc 197-1 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) A Page 9 of 19
Dated as of April 27, 2020 Page 2
To retain the services of the Firm for this Matter, the Firm is requesting that the Company, on behalf of the Client, pay us a fee deposit of $250,000, specific to the Matter. Notwithstanding anything to the contrary in the Terms of Engagement, this fee deposit will be deposited in the Firm’s client retainer trust account and held until the conclusion of the engagement, at which point the fee deposit will be returned to the Company. The Company shall pay the Firm’s fees and expenses on a monthly basis promptly upon receipt of the invoice. The Client and the Company further acknowledges and understands that the use of fee deposits is an integral condition of this engagement, and is necessary to ensure that: the Client continues to have access to the Firm’s services; the Firm is compensated for its representation of the Client; the Firm is not a prepetition creditor of the Company in the event of a Chapter 11 bankruptcy case; and that in light of the foregoing, the provision of the advance fee deposits is in the Client’s best interests.
You agree that the Firm in the future may represent any existing or future client in any matter (including transactions and counseling, as well as litigation or other dispute resolutions) that is directly adverse to you, provided, that, (1) the Firm will not represent another client adverse to you in a matter that is substantially related to this Matter or to any other matters that we are handling for you, and (2) the Firm will continue to maintain the confidentiality of the confidential information you provide to us in the course of the Firm’s engagement by you, and will not use such information for any purpose except for the benefit of, and on behalf of, you without your written consent. The waivers provided for in this paragraph include, without limitation, representing a debtor, creditor or other client in restructurings, recapitalizations, reorganizations or liquidations in- and out-of-court, including, without limitation, in a judicial proceeding under the Bankruptcy Code or similar laws, including in any matter that is adverse to you. You also confirm that your agreement to this prospective waiver is voluntary and that you intend for it to be effective and enforceable and for the Firm to rely upon it.
A schedule of the Firm’s standard hourly rates is attached as Exhibit A. The Firm’s disbursements that are billed on a per-unit basis are attached as Exhibit B. The Firm’s wiring instructions are attached as Exhibit C, and the Firm’s W-9 Taxpayer Certification is attached as Exhibit D.
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Dated as of April 27, 2020 Page 3
Thank you for allowing us the privilege of this representation. We value and appreciate the trust and confidence you have placed in us and we assure you we will do our best to see that your expectations are satisfied.
My best. Sincerely,
Steven J. Reisman w/ Attachments cc: Matt Kahn (w/attachments: [email protected]) Pamela Corrie (w/attachments: [email protected]) (Disinterested Directors of Le Tote, Inc.) Theresa Foudy, Esq. (w/attachments: [email protected]) Evan Borenstein, Esq. (w/attachments: [email protected]) (Katten Muchin Rosenman LLP)
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KATTEN MUCHIN ROSENMAN LLP TERMS OF ENGAGEMENT
The information below describes the terms that apply to the legal services provided for you by Katten Muchin Rosenman LLP (the “Firm”). We encourage you to discuss any of these Terms with us at any time. If modifications to the Terms are needed, you should discuss that with us so that agreement on changes can be reached and reduced to writing. All references to “you” or “your” means only the client or clients identified in our engagement letter. Individuals or entities that are related to or affiliated with you, such as partners, officers, directors, stockholders, parent companies, related companies, or family members, are not clients, unless we otherwise agree in writing.
I. Scope of Representation. The scope of the work we will do for you is limited to the description stated in our engagement letter. Any changes or additions to the scope of our work, which we would be pleased to consider, must be agreed to and memorialized by letter or email. Unless that description states otherwise, our engagement does not include responsibility for: (1) review of your insurance policies to determine the possibility of coverage for our fees and costs or for the claim asserted against you, (2) notification of your insurance carriers about a matter, (3) advice to you about your disclosure obligations concerning a matter under the federal securities laws or any other applicable law, or (4) advice to you about tax issues that relate to a matter. If we agree to represent you in additional matters, we will do so in writing by letter or email, and the Terms of our engagement will remain the same for these additional matters unless changed by agreement in writing.
Additionally, if in response to your request or by requirement of lawful process we: testify; gather and/or produce documents; respond to document hold or production requests; or respond to any other requests in connection with possible, threatened or actual proceedings commenced by third parties that relate to our representation of you, you agree to pay us our reasonable fees and costs incurred.
II. Staffing. Steven J. Reisman will have the primary responsibility for our relationship. We assign additional lawyers and other personnel when needed based upon the type of work and the appropriate experience level required.
III. Client Responsibilities. You agree to provide us with all information that we believe is necessary or appropriate to fulfill our professional responsibilities in this matter and to cooperate with us in matters such as fact investigation, preparation of pleadings, discovery responses, settlement conferences, etc. You will designate one or more persons to give us instructions and authority to receive our requests and inquiries. You further agree that without our express written consent, you will not use our name or the fact of your engagement of us in any form of advertising or solicitation of business.
IV. Financial Arrangements.
A. Fees and Expenses. Our fees are based primarily upon the hourly rates of our lawyers and other personnel in effect when the services are performed. These rates change periodically based upon economic factors and the experience level of our personnel. We
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are affiliated with Katten Muchin Rosenman UK LLP of London, England, and if we obtain advice or services on your behalf from that firm, we will include their time and expenses on our bill.
Expenses include items such as consultants, experts, filing fees, court reporting fees, travel costs, overnight or other special mail services, messenger services, photocopies, long distance telephone, outgoing faxes, research service charges (e.g., LEXIS), secretarial and other staff overtime charges (when required to meet the needs of the matter), and other special services such as document imaging. Certain of these charges are adjusted to include administrative and overhead expenses incurred by the Firm to provide the billed service. With respect to costs incurred and payable to third parties, such as court reporters or experts, it is our usual policy to forward those bills to you for payment directly to the third party, and you agree to pay those fees directly to the provider. As an accommodation to you, however, we may advance those costs on your behalf and include them in our monthly bills. Some large disbursements may be forwarded to you for direct payment. Some charges may not be in the system at the time of monthly billing and will appear on a later bill.
B. Fee Deposits. The amount of any fee deposit required in this engagement is set forth in the engagement letter, which is not an estimate of the total costs of the representation, nor is it a maximum fee. This fee deposit will be deposited in the Firm’s client retainer trust account and will be used to pay our fees and expenses when they come due. We will pay our monthly invoices using the fee deposit when earned, unless you already have paid the invoice or dispute the amount of our invoice before that time. You agree that you will maintain the fee deposit balance at the amount agreed in the engagement letter. Accordingly, while we will pay our invoices from the fee deposit as set forth above, you agree to maintain the agreed balance by either paying each invoice within 20 days of mailing or by replenishing the fee deposit in a like amount. In the event our fees and expenses exceed the retainer deposited with us, we will bill you for the excess. We may, as an accommodation to you, agree to waive the fee deposit if our invoices are timely paid. In the event we do so, however, you agree that we may request replenishment of the fee deposit at any time, should we determine that to be necessary, in our sole discretion. We may also request, and you agree to provide, additional fee advances from time to time based on our estimates of future work to be undertaken. If you fail to maintain the balance of the fee deposit when requested or to pay promptly any additional fees requested, we reserve the right to cease performing further work and withdraw from the representation.
C. Billing and Payment. We generally forward our statements monthly; however, we may request payment more frequently, such as on a weekly or bi-weekly basis. The statements will include a brief description of the work performed, the date the work was performed, the time required to do the work, and the expenses incurred. Payment is due promptly upon receipt of our statement. We reserve the right to terminate our representation of clients who do not pay promptly. We do not and cannot guarantee the outcome of any matter, and payment of our fees and disbursements is not conditioned on any particular outcome.
V. Electronic Communication. The use of email can be an efficient means of
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communication, and we use it often in communicating with clients. Some clients also use instant messaging as a means of communication. However, these electronic communications can be delayed or blocked (for example, by anti-spam software) or otherwise not transmitted. You must not assume that an email or instant message sent to us was actually opened and read by us unless you receive a non-automated reply message indicating that we have read your message.
VI. Responses to Auditors’ Inquiries. We are frequently asked to provide information to auditing firms regarding client legal matters and we respond to those inquiries with the same level of care and professionalism used to handle the client’s other legal work. We will accordingly charge for those services at the same rates. When you make a written request that we provide information to an auditing firm, we will deem your request to be your consent for us to disclose the requested information on your behalf. Additionally, when an auditing firm makes a written request for information on your behalf, that request will be deemed to be your consent for us to disclose that information to the auditing firm.
VII. Conflicts of Interest Issues. As you know, we are a large general services law firm with many clients and with offices located in Charlotte, North Carolina; Chicago, Illinois; Dallas, Texas; Houston, Texas; Los Angeles, California (Century City and Downtown); New York, New York; Orange County, California; Washington D.C.; and Shanghai, China, and we have an affiliate in London, England. It is possible that, during the course of our engagement, an existing or future client may seek to hire the Firm in connection with an actual or potential transaction or pending or potential litigation or other dispute resolution proceeding in which such other client’s interests are or potentially may become adverse to your interests.
Because the duty of loyalty would otherwise prevent the Firm from being adverse to a current client, rules of professional conduct prevent the Firm from accepting such engagements during the Firm’s representation of you absent informed consent by you and the waiver of the duty of loyalty. In particular, the Firm often represents parties in restructuring and insolvency matters, both in- and out-of-court. By agreeing to these Terms of Engagement, you waive the duty of loyalty insofar as it would be applicable and agree that, even while the Firm is representing you, and at all times thereafter, the Firm may represent existing or new clients in any matter that is not substantially related to our work for you, even if the interests of such clients are adverse to yours (whether or not you are then represented by the Firm), or any of your affiliates, including litigation in which you or any of your affiliates are parties. This waiver also is intended to allow the Firm to examine or cross-examine you (and/or your employees and agents) on behalf of existing or new clients in other proceedings (including but not limited to proceedings to which you are not a party) provided the other matter is not substantially related to our representation of you. Notwithstanding this consent and waiver, the Firm will not undertake such representation unless we first reasonably determine that we will be able to provide competent and diligent representation to both of the affected clients. We also will continue to maintain the confidentiality of the confidential information you provide to us in the course of the Firm’s engagement by you, and will not use such information for any purpose except for the benefit of, and on behalf of, you without your written consent.
Potential adverse consequences may result from the Firm’s representing parties that are adverse to you. These may include a perception that the Firm’s loyalty and independence of judgment with respect to you are impaired. Also, the Firm’s representation of parties adverse to you may come
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at a time when it would harm your interests to terminate the services of the Firm, or after expenditures of fees and costs to the Firm that might need to be replicated by new counsel. The Firm encourages you to have this conflicts waiver reviewed by independent counsel acting on your behalf before agreeing to these Terms of Engagement.
Further, in the course of our representation of you, it may be necessary for our lawyers to analyze or address their professional duties or responsibilities or those of the Firm, and to consult with the Firm’s General Counsel, Deputy General Counsel, Conflicts Counsel, or other lawyers in doing so. To the extent we are addressing our duties, obligations or responsibilities to you in those consultations, it is possible that a conflict of interest might be deemed to exist as between our Firm and you. As a condition of this engagement, you waive any conflict of interest that might be deemed to arise out of any such consultations. You further agree that these consultations are protected from disclosure by the Firm’s attorney-client privilege. Nothing in the foregoing shall diminish or otherwise affect our obligation to keep you informed of material developments in your representation, including any conclusions arising out of such consultations to the extent that they affect your interests.
VIII. Arbitration of Disputes. You acknowledge having reviewed a copy of Part 137 of the Rules of the Chief Administrator of the Courts of New York (available at http://www.courts.state.ny.us/admin/feedispute/137.pdf or upon request from us) which provides a mechanism for resolution of fee disputes between us using a particular arbitration procedure and forum; you have a right to select this mechanism for the resolution of fee disputes between us under this letter agreement unless you waive that right. You hereby waive that right, and you and we instead agree upon the following: If any dispute, controversy or claim directly or indirectly relating to or arising out of this agreement, work we perform for you or the fees charged by us or your failure to pay such fees you agree that such dispute shall be submitted to binding arbitration with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator shall have no authority to award punitive damages or to treble or otherwise multiply actual damages. The award in the arbitration shall be final and binding and judgment thereon may be entered and enforced in any court of competent jurisdiction. The costs and expenses (including reasonable attorney’s fees of the prevailing party) shall be borne and paid by the party that the arbitrator, or arbitrators, determine is the non-prevailing party. You agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State of New York in connection with any action brought to enforce an award in arbitration. You further agree that service of process may be made upon you by Katten Muchin Rosenman LLP by causing process to be delivered to you at the above address (or such other address of which you hereafter shall advise us in writing) by registered or certified mail, return receipt requested.
IX. Conclusion of Representation. Our representation of you will terminate when we send you our final statement for services rendered in this matter. We may also terminate our representation for any reason consistent with rules of professional responsibility, including conflicts of interest or your failure to pay our fees and expenses. Our representation may also be terminated upon your request. Following termination, any nonpublic information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional responsibility. Once our representation is concluded, we will not be obligated to take any steps such as keeping track of deadlines, filing papers, pursuing appeals, or monitoring or advising you about changes in the law or circumstances that might bear upon the concluded
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matter.
X. Disposition of Client Files. Upon conclusion of your representation, we may return to you your original papers, documents and/or other property that you provided to the Firm during our engagement. You agree to accept the return of such documents and/or property. If you so request, we will also provide to you, at your expense, copies or originals of your complete file. We reserve the right to make, at our expense, copies of all documents generated or received by us in the course of our representation of you. The Firm will not provide copies or originals of the Firm Administrative or Matter Administration files pertaining to the matter, which will be retained by the Firm. All such documents retained by the Firm, including client files (including any original documents and/or property that we attempted unsuccessfully to return to you) and Firm Administrative or Matter Administration files, will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any documents or other materials retained by us within a reasonable time, but not less than seven (7) years after the matter is closed. We will not destroy, discard or otherwise dispose of any such documents without first providing you with thirty (30) days’ prior written notice.
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EXHIBIT A
RATES
PROFESSIONALS STANDARD RANGE
Partner $770 - $1,555
Associate $460 - $970
Counsel and Special Staff $665 - $1,170
Of Counsel $895 - $1,475
Paralegal $195 - $580
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EXHIBIT B
PER UNIT EXPENSES
Description Cost per page
Fax $1.60 Photocopy Costs $ .20 Photocopy – Wide Format $1.00 Color Printing / Copies $ .25
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EXHIBIT C
KATTEN MUCHIN ROSENMAN LLP
WIRE INSTRUCTIONS
Bank: Redacted
Account Name: Katten Muchin Rosenman LLP Operating Account Bank ABA#: Redacted Account Number: Redacted SWIFT Code: Redacted Ref: Le Tote, Inc. - Matthew Kahn and Pamela Corrie
1 Case 20-33332-KLP Doc 197-2 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) B Page 1 of 54
Exhibit B
Reisman Declaration Case 20-33332-KLP Doc 197-2 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) B Page 2 of 54 Steven J. Reisman (admitted pro hac vice) Donald C. Schultz (VSB No. 30531) Theresa A Foudy (admitted pro hac vice) W. Ryan Snow (VSB No. 47423) Marc B. Roitman (admitted pro hac vice) David C. Hartnett (VSB No. 80452) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000
-and-
Ethan D. Trotz (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200
Proposed Co-Counsel to the Restructuring Committee of the Board of Directors of Le Tote, Inc.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ______) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ______)
DECLARATION OF STEVEN J. REISMAN IN SUPPORT OF THE APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF AUGUST 2, 2020
I, Steven J. Reisman, being duly sworn, hereby state as follows:
1. I am a partner at the firm of Katten Muchin Rosenman LLP (“Katten”), which maintains offices for the practice of law at 575 Madison Avenue, New York, New York
10022, among other domestic and international offices. I submit this declaration (the
“Declaration”) in connection with the application (the “Application”)2 of Le Tote, Inc. (“Le Tote”)
1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/letote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.
2 Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Application. Case 20-33332-KLP Doc 197-2 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) B Page 3 of 54
and the above-captioned debtors and debtors in possession (collectively, the “Debtors”) to employ and retain Katten as counsel to render independent services on behalf of and at the sole direction of the restructuring committee (the “Restructuring Committee”) of the board of directors (the
“Board”) of Le Tote, effective as of August 2, 2020, in accordance with the terms and conditions of that certain engagement letter dated as of April 27, 2020 (as amended, modified, or supplemented, the “Engagement Letter”). Except as otherwise noted, I have personal knowledge of the matters set forth herein.
Katten’s Qualifications 2. The Debtors seek to retain Katten, on behalf of and at the sole direction of the Restructuring Committee, because of its experience in, among other areas, financial restructuring, litigation, corporate governance, corporate finance, and independent investigations in the context of chapter 11 cases. Since its engagement on April 27, 2020, Katten has been assisting the Restructuring Committee in conducting its Investigation (as defined below), and has already completed a substantial amount of work in connection with the Investigation. Katten has become familiar with the Debtors and various aspects of their financial affairs and reorganization.
As such, the Debtors believe that Katten is well-qualified to continue to represent the Restructuring
Committee in an efficient and timely manner in connection with the Investigation.
3. Katten lawyers have significant experience representing and advising the spectrum of constituents in chapter 11 proceedings, including, debtors, committees, secured and unsecured creditors, independent or disinterested directors, special committees, shareholders, and others, as well as providing advice with respect to fiduciary duties in connection with chapter 11 proceedings.
4. Katten has been actively involved in and has represented debtors in many major chapter 11 cases, including, among others: In re CraftWorks Parent, LLC et al., No.
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20-10475 (BLS) (Bankr. D. Del. Apr. 11, 2020); In re Sizmek, Inc., No. 19-10971 (SMB) (Bankr.
S.D.N.Y. Apr. 23, 2019); In re J&M Stores, Inc., No. 18-11901 (LSS) (Bankr. D. Del. Aug. 27,
2018); and In re Vitamin World, Inc., No 17-11933 (KJC) (Bankr. D. Del. Oct. 18, 2017). In addition, Katten has represented disinterested directors before this Court, see In re Intelsat S.A.,
No. 20-32299 (KLP) (Bankr. E.D. Va. July 1, 2020) and In re Toys “R” Us, Inc., No. 17-34665
(KLP) (Bankr. E.D. Va. May 24, 2018), and in numerous other chapter 11 cases, including, among others: In re Sable Permian Resources, LLC, et al., No. 20-33193 (MI) (Bankr. S.D. Tex. July 15,
2020); In re Neiman Marcus Group LTD LLC, et al., No. 20-32519 (DRJ) (Bankr. S.D. Tex. July
8, 2020); In re J.C. Penney Co., Inc., et al., No. 20-20182 (DRJ) (Bankr. S.D. Tex. July 2, 2020);
In re Sheridan Holding Company I, LLC, et al. No. 20-31884 (DRJ) (Bankr. N.D. Tex. Apr. 24,
2020); In re Anna Holdings, Inc., No. 19-12551 (Bankr. D. Del. Jan. 7, 2020); and In re PES
Holdings, LLC, No. 18-10122 (KG) (Bankr. D. Del. May 14, 2018). Moreover, the attorneys at
Katten have broad experience acting as conflicts counsel to debtors in large chapter 11 cases, including in In re Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr. S.D.N.Y. Apr. 22,
2019) and In re Barneys New York, Inc., No. 19-36300 (CGM) (Bankr. S.D.N.Y. Sept. 19, 2019).
While at a prior firm, certain of the attorneys at Katten working on this engagement represented debtors as conflicts counsel in many additional cases, including, among others: In re Fairway
Grp. Holdings Corp., No. 16-11241 (MEW) (Bankr. S.D.N.Y. June 1, 2016); In re Breitburn
Energy Partners LP, No. 16-11390 (SMB) (Bankr. S.D.N.Y. June 15, 2016); In re Genco Shipping
& Trading Limited, No. 14-11108 (SHL) (Bankr. S.D.N.Y. May 16, 2014); In re American Roads
LLC, No. 13-12412 (BRL) (Bankr. S.D.N.Y. Aug. 21, 2013); In re Residential Capital, LLC,
No. 12-12020 (MG) (Bankr. S.D.N.Y. July 16, 2012); In re Hawker Beechcraft, Inc., No. 12-
11873 (SMB) (Bankr. S.D.N.Y. May 30, 2012); In re Gen. Mar. Corp., No. 11-15285 (MG)
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(Bankr. S.D.N.Y. Dec. 12, 2011); In re Sbarro, Inc., No. 11-11527 (SCC) (Bankr. S.D.N.Y. May
3, 2011); In re FGIC Corp., No. 10-14215 (SMB) (Bankr. S.D.N.Y. Oct. 19, 2010); In re CIT
Grp., Inc., No. 09-16565 (ALG) (Bankr. S.D.N.Y. Nov. 24, 2009); In re Readers’ Digest Ass’n,
Inc., No. 09-23529 (RDD) (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., No. 09-14326
(ALG) (Bankr. S.D.N.Y. July 31, 2009); In re Star Tribune Holdings Corp., No. 09-10244 (RDD)
(Bankr. S.D.N.Y. Feb. 9, 2009); and In re Lehman Brothers Holdings Inc., No. 08-13555 (JMP)
(Bankr. S.D.N.Y. Nov. 21, 2008).
5. Katten’s knowledge of complex chapter 11 rules, as well as its extensive practice and knowledge of the Bankruptcy Rules, make it substantively ideal to efficiently serve the needs of the Restructuring Committee.
Services to be Provided
6. In connection with the Debtors’ restructuring efforts, the Board, acting on
behalf of the Debtors, pursuant to resolutions dated April 16, 2020, established the Restructuring
Committee to explore, review, evaluate and negotiate strategic restructuring alternatives, and appointed Matthew Kahn and Pamela Corrie (the “Disinterested Directors”) as the sole members
thereof.
7. The Restructuring Committee is conducting an independent investigation
(the “Investigation”) into certain potential claims and causes of action held by the Debtors’ estates.
The Investigation is focused on weighing the merits of any claims against insiders or third parties,
including those arising in connection with Le Tote’s purchase of Lord & Taylor. In addition, the
Restructuring Committee is investigating whether the releases by the Debtors provided for in the
Plan are proper under the circumstances and are being given in exchange for adequate consideration.
To that end, Katten has been retained as independent counsel to the Restructuring Committee.
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8. To assist the Restructuring Committee in its Investigation, the Debtors retained Katten, pursuant to the Engagement Letter, to render independent services on behalf of and at the sole direction of the Restructuring Committee.
9. The Debtors request authority to retain Katten to continue to provide such independent legal services as are necessary and requested by the Restructuring Committee in connection with its Investigation. Before the Petition Date, Katten provided various legal services relating to the Investigation, including, without limitation: (a) reviewing and analyzing historical transactions and documents relating thereto; (b) analyzing potential claims held by the Debtors;
(c) conducting certain management interviews; and (d) advising the Restructuring Committee on matters related to the Investigation. Katten’s work in connection with the Investigation remains open and will continue during the pendency of these chapter 11 cases.
10. Pursuant to separate retention applications filed with this Court, the Debtors have sought to retain Kirkland & Ellis LLP (“K&E”) and Kutak Rock LLP (“Kutak Rock”) as general bankruptcy co-counsel to the Debtors. The services rendered and functions performed by
Katten are not duplicative of work performed by K&E, Kutak Rock, or any other law firm retained by the Debtors.
Katten’s Disclosure Procedures
11. Katten utilizes a number of procedures (collectively, the “Firm
Procedures”) to determine Katten’s relationships, if any, to parties that may have a connection to a client debtor. In implementing the Firm Procedures, the following actions were taken to identify parties that may have connections to the Debtors, and Katten’s relationship with such parties:
a. Katten requested and obtained from the Debtors extensive lists of interested parties and significant creditors (the “Potential Parties in Interest”).3 The
3 The list of Potential Parties in Interest is expected to be updated during these chapter 11 cases. Katten continues to review the relationships its professionals may have with potentially interested parties and to determine whether
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Potential Parties in Interest include: (a) Debtors and Subsidiaries; (b) Debtholders; (c) Over 5% Equity Holders; (d) Current and Former Directors and Officers; (e) Significant Litigation Parties; (f) Vendors; (g) Top 50 Creditors; (h) Bankruptcy Judges for the United States Bankruptcy Court for the Eastern District of Virginia; (i) Landlords; (j) Bankruptcy Professionals; (k) Insurers and Surety Bonds; (l) Other Litigation and Worker’s Compensation Claims; (m) Governmental and Regulatory Authorities; (n) Human Resources; (o) United States Trustee’s Office for the Eastern District of Virginia; and (p) Utilities. A copy of the list of the Potential Parties in Interest searched by Katten is annexed hereto as Schedule 1.
b. Katten then compared the names of each of the Potential Parties in Interest to the names in its master electronic database of the Firm’s current and recent clients (the “Client Database”). The Client Database generally includes the name of each client of the Firm, the name of each party who is or was known to be adverse to the client of the Firm in connection with the matter in which the Firm is representing such client, the name of each party that has, or had, a substantial role with regard to the subject matter of the Firm’s retention, and the names of the Firm professionals who are, or were, primarily responsible for matters for such clients.
c. Known connections between former or recent clients of the Firm and the Potential Parties in Interest were compiled for purposes of preparing this Declaration. These connections are listed in Schedule 2 attached hereto.
12. As a matter of retention and disclosure policy, I will continue to apply the
Firm Procedures as additional information concerning entities having a connection to the Debtors is developed and will file appropriate supplemental disclosures with this Court, if warranted.
Connections with Parties in Interest
13. To the best of my knowledge, information, and belief, the Firm does not have any connection to the Potential Parties in Interest except as described in this Declaration and
any relationships other than those set forth herein exist. As may be necessary, Katten will supplement this Declaration if it becomes aware of a relationship that may adversely affect Katten’s retention in these chapter 11 cases or discovers additional parties in interest through the filing of statements of financial affairs or statements under Rule 2019. Katten will update this disclosure if it is advised of any trading of claims against or interests in the Debtors that may relate to Katten’s retention or otherwise requires such disclosure.
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the attached Schedule 2. Out of an abundance of caution, I am disclosing certain representations,
which are not, to my understanding, disqualifying or problematic under either section 327(e) of
the Bankruptcy Code or applicable standards of professional ethics:
• Katten represents White Flint Mall, a landlord appearing on Schedule 2, in a matter in which White Flint Mall is adverse to Lord & Taylor. Katten’s representation of White Flint Mall is unrelated to Katten’s involvement in these chapter 11 cases. Katten attorneys and personnel working on the White Flint Mall matter have been walled off such that they will have no access to documents or records in these chapter 11 cases. Katten attorneys and personnel involved in these chapter 11 cases have agreed not to discuss this engagement with Katten attorneys and personnel who represent White Flint Mall.
14. Of the entities listed on Schedule 2, none represent more than one percent
of Katten’s fee receipts for the twelve-month period ending on January 31, 2020.
15. For the avoidance of doubt, Katten will not commence a cause of action in
the chapter 11 cases against the entities recited above or listed in Schedule 2 that are current clients
of Katten unless Katten has an applicable waiver on file or first receives a waiver from such entity
allowing Katten 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 Katten, at the direction of the Restructuring
Committee, to commence an action against that entity, Katten, at the direction of the Restructuring
Committee, may be represented in such particular matter by conflicts counsel.
16. I do not believe that any of the representations or relationships recited above
or listed in Schedule 2 would give rise to a finding that Katten represents or holds an interest
adverse to the Restructuring Committee, the Debtors or their estates with respect to the services for which Katten would be retained. Moreover, pursuant to section 327(c) of the Bankruptcy Code,
Katten is not disqualified from acting as counsel to the Restructuring Committee merely because
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it represents certain of the Debtors’ creditors, equity security holders, or other entities that may be
parties in interest in matters unrelated to the chapter 11 cases.
17. Accordingly, to the best of my knowledge, Katten is a “disinterested
person” as that term is defined in section 101(14) of the Bankruptcy Code, in that Katten: (a) is
not a creditor, equity security holder, or insider of the Debtors; (b) was not, within two years before
the date of filing of the Debtors’ chapter 11 petitions, a director, officer, or employee of the
Debtors; and (c) does not have an interest materially adverse to the interest of the Debtors’ estates or of any class of creditors or equity security holders.
18. Other than acting on behalf of and at the sole direction of the Restructuring
Committee, Katten does not represent any entity in these chapter 11 cases.
19. From time to time, Katten has referred work to other professionals retained
or that may be retained in these chapter 11 cases. Likewise, certain such professionals have
referred work to Katten.
20. It is possible that certain Katten attorneys or employees hold interests in
mutual funds or other investment vehicles that may own interests in the Debtors.
21. Despite the efforts described above to identify and disclose Katten’s
connections with Potential Parties in Interest, because Katten is an international law firm with
hundreds of attorneys in several offices worldwide, and because the Debtors consist of corporate
enterprises with numerous creditors and other relationships, I am unable to state with absolute
certainty that every client or other connection has been disclosed.
22. Katten will review its client database periodically during the course of its
engagement in 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,
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Katten will use reasonable efforts to identify such further developments and will file promptly a
supplemental declaration, as required by Bankruptcy Rule 2014(a).
23. By reason of the foregoing, I believe Katten is eligible for employment and retention by the Debtors pursuant to sections 327(e), 328(a), 330, 331, and 1107(b) of the
Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.
Katten’s Compensation
24. Katten intends to apply for allowance of compensation for professional
services 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 Rules, and any other applicable procedures and orders of
the Court. The hourly rates and corresponding rate structure Katten will use in these chapter 11
cases are the same as the hourly rates and corresponding rate structure that Katten uses in other
restructuring matters, as well as in non-restructuring matters, whether in court or otherwise,
regardless of whether a fee application is required.
25. Subject to Court approval and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, applicable U.S. Trustee guidelines, and the Local
Rules of this Court, Katten will bill at its standard hourly rates, which currently are as follows:4
Billing Category5 U.S. Range Partners $770-$1,555 Of Counsel $895-$1,475 Associates $460-$970 Paraprofessionals $195-$580
4 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.
5 Although Katten does not anticipate using contract attorneys during these Chapter 11 Cases, in the unlikely event that it becomes necessary to use contract attorneys, Katten will not charge a markup to the Debtors with respect
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26. Katten’s hourly rates are set at a level designed to compensate Katten fairly
for the work of its attorneys and legal assistants and to cover fixed and routine expenses. The rates
and rate structure provided by Katten are appropriate and reflect the complex and time sensitive
nature of the matters Katten will be handling. Moreover, the hourly rates that Katten will use in
these chapter 11 cases are the same hourly rates that Katten uses in non-restructuring matters.
27. The Debtors believe these rates are consistent with market rates for comparable services, and have been informed that Katten sets its hourly rates on an annual basis.
These hourly rates are subject to periodic adjustments (typically on October 1st of each year) to reflect economic and other conditions.6 Katten will provide ten (10) business days’ notice of any
rate increases to the Restructuring Committee, the Debtors, the United States Trustee for the
Eastern District of Virginia (the “U.S. Trustee”), and the Committee.
28. Katten currently charges its clients $0.10 per page for standard black and
white duplication and $0.25 per page for color duplication. Katten does not charge its clients for
incoming facsimile transmissions. Computer-assisted legal research is used whenever the researcher determines that it is more cost effective than using traditional (non-computer assisted legal research) techniques.
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 Katten will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code. While the rate ranges provided for in this Application may change if an individual leaves or joins Katten, and if any such individual’s billing rate falls outside the ranges disclosed above, Katten does not intend to update the ranges for such circumstances.
6 For example, like many of its peer law firms, Katten typically increases the hourly billing rate of attorneys and paraprofessionals once 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).
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29. Katten will maintain detailed records of actual and necessary costs and
expenses incurred in connection with the legal services it provides on behalf of and at the sole
direction of the Restructuring Committee. The Debtors understand that Katten is customarily
reimbursed for all expenses incurred in connection with the representation of a client in a given matter, including, but not limited to, photocopying services, printing, delivery charges, filing fees, postage, “working” meals, and computer research.
30. As set forth herein, Katten received a retainer payment (the “Retainer”)
from the Debtors as compensation for professional services to be performed and for the
reimbursement of reasonable and necessary expenses. Katten has not applied the Retainer to any
fees and expenses incurred. The Retainer will be held on account and applied, to the extent allowed
by the Court, to the payment of fees for services rendered and the reimbursement of expenses
incurred by Katten in the course of these chapter 11 cases.
31. As of the Petition Date, the Debtors did not owe Katten any amounts for
legal services rendered before the Petition Date. Accordingly, Katten does not represent or hold
any interest adverse to the Debtors or their estates with respect to this matter.
32. Pursuant to Bankruptcy Rule 2016(b), Katten 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 Katten or (b) any
compensation another person or party has received or may receive.
Attorney Statement Pursuant to U.S. Trustee Guidelines
33. The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines.
a. Question: Did Katten agree to any variations from, or alternatives to, Katten’s standard billing arrangements for this engagement?
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Answer: No. Katten and the Debtors have not agreed to any variations from, or alternatives to, Katten’s standard billing arrangements for this engagement. The rate structure provided by Katten is appropriate and is not significantly different from (a) the rates that Katten charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.
b. Question: Do any of the Katten professionals in this engagement vary their rate based on the geographic location of the Debtors’ chapter 11 cases?
Answer: No. The hourly rates used by Katten in representing the Restructuring Committee are consistent with the rates that Katten charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case.
c. Question: If Katten has represented the Debtors in the twelve months prepetition, disclose Katten’s billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If Katten’s billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.
Answer: Katten represented the Debtors during the twelve-month period before the Petition Date using the hourly rates listed below. There has been no change in rates since that time.
d. Question: Have the Debtors approved Katten’s budget and staffing plan, and, if so, for what budget period?
Answer: Katten provided a budget and staffing plan to the Debtors and is working with the Debtors to finalize the same.
No Duplication of Services
34. Katten believes that the services it provides to the Debtors on behalf of and at the sole direction of the Restructuring Committee will not duplicate the services that other professionals will be providing to the Debtors in these chapter 11 cases. Specifically, Katten will carry out unique functions and will use reasonable efforts to coordinate with the Debtors and the other professionals retained in these chapter 11 cases to avoid the unnecessary duplication of services.
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35. By reason of the foregoing, I believe Katten is eligible for employment and
retention by the Restructuring Committee pursuant to sections 327(e), 328(a), 330, 331, and
1107(b) of the Bankruptcy Code and the applicable Bankruptcy Rules, and Local Rules.
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.
New York, New York /s/ Steven J. Reisman Dated: August 24, 2020 Steven J. Reisman Partner Katten Muchin Rosenman LLP
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Schedule 1
List of Entities Reviewed
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The following lists contain the names of entities reviewed for conflicts purposes. Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive in order to match the incomplete or ambiguous name.
List of Schedules
Schedule Category 1(a) Debtors and Subsidiaries 1(b) Debtholders 1(c) Over 5% Equity Holders 1(d) Current and Former Directors and Officers 1(e) Significant Litigation Parties 1(f) Vendors 1(g) Top 50 Creditors 1(h) Bankruptcy Judges for United States Bankruptcy Court for the Eastern District of Virginia and Staff 1(i) Landlords 1(j) Bankruptcy Professionals 1(k) Insurers and Surety Bonds 1(l) Other Litigation and Worker’s Compensation Claims 1(m) Governmental and Regulatory Authorities 1(n) Human Resources 1(o) United States Trustee’s Office for the Eastern District of Virginia 1(p) Utilities
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SCHEDULE 1(a)
Debtors and Subsidiaries
French Tote LLC Lord & Taylor LLC Le Tote, Inc. LT Card Company LLC Le Tote, LLC
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SCHEDULE 1(b)
Debtholders
Central Valley Industrial Core Holdings, LLC OFI Carlyle Private Credit Fund ClearBank, Ltd. Silicon Valley Bank HBC US Propco Holdings, LLC TCG BDC II, Inc. Liquidity Capital II L.P. TCG BDC, Inc. Lord & Taylor Holdings, LLC Wells Fargo, National Association
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SCHEDULE 1(c)
Over 5% Equity Holders
Accelerate-IT Ventures Fund I, LP HBC US Propco Holdings LLC Azure Capital Partners III, L.P. Rakesh Tondon Brett Northart
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SCHEDULE 1(d)
Current and Former Directors and Officers
Amy Ard Kurt Schneider Andrew Blecher Lauren Miller Bari Harlam Lauren Rosenthal Becky Roof Lu Zhang Brett Northart Marc Metrick Brian Hoke Mark Fedorowycz Bruce Moore Matt Krueger Charlie Bowman Michael Van Den Berg Dan Mickelson Mindy Novack David MacDougall Neera Graf David Schwartz Nicholas Fairbairn Ed Kremer Patricia Heaney Edward Record Rakesh Tondon Elliot Grundmanis Richard Baker Franco Perugini Robert Escobar Helena Foulkes Robert Wehrle Ian Putnam Ruth Hartman James Tagliani Sayen Pather Jana Beiswenger Shyam Sundar Janis Leigh Stephen Gold Jeffrey Levy Suzanne Lee Jennifer Grasso Theodore Li Kerry Mader Vijay Khare Kristen Nesbit
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SCHEDULE 1(e)
Significant Litigation Parties
500 Broadway, LLC Klauber Brothers, Inc. Alexandria Rudolph Kline Ambrose Gray and David Bowen Melon Technologies, LLC Arkansas Federal Credit Union Monique Hawkins Bernadette Beekman PAGA Action from Bijon Hill and other Bernard Chaus similarly situated plaintiffs Bert Lasselle Sanaphol Sonexay Bijon Hill Soojin Moon Bina Radosti SP 35 L.P. Bledsoe, Kendra Taerim Co., LTD. Breach Notice from Bounce Exchange, Inc. Thomas Kennedy Carl Crump Tianhai Lace Casillas Troy Toon Demand Letter from Chanel, Inc. Urban Outfitters Demand Letter from Compass Group, USA Wendy Levitt Demand Letter from Facebook Wildflower + Co., Inc. Demand Letter from Klauber Brothers Xiomara Morales Demand Letter from Klauber Brothers ZZ Fashion Corp. Demand Letter from Luliana Hoxha Demand Letter from Luliana Hoxha Demand Letter from Pieros Construction Demand Letter from Reaction Retail, LLC Demand Letter from Thomas Kennedy Demand Letter from Xcel-CT MFG, LLC. DePalma Forem Packing, Inc. Gold Value International Textile, Inc. In re Payment Card Interchange Fee and Merchant-Discount Antitrust Litigation (includes Saks and L&T) Jing Zhao Kellwood Klauber Brothers Inc. Klauber Brothers, Inc.
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SCHEDULE 1(f)
Vendors
360I LLC KOMAR INTIMATES LLC ADIDAS AMERICA INC KURT GEIGER LTD ADRIANNA PAPELL EVENING L2T INC AFCO LALI JEWELERY INC. ALEX APPAREL GROUP, INC. LEON MAX INC. Alvarez & Marsal Private Equity LEVI’S STRAUSS & CO. Performance Improvement Group, LLC AMEREX OF CALIFORNIA L’OREAL LANCOME BAK GIRLS INC LUCKY BRAND BATHING SUITS BERNARD CHAUS INC. LUCKY BRAND DUNGAREES,LLC BETSY N ADAM SALES LXR LXUE,INC Bounce Exchange Inc. MAMIYE BROTHERS INC CALERES,INC MANHATTAN BEACHWEAR INC CALVIN KLEIN KIDS UNDERWEAR MARC JACOBS INTERNATIONAL LLC CAROLE HOCHMAN DESIGN GROUP ME TOO Ceridian HCM, Inc. MICHAEL KORS WHOLESALE LOCKBOX CHANEL INC MIRACLESUIT BY SWIMSHAPER CHRISTIAN DIOR PERFUMES, INC. MYSTIC INC CHUBB NIC + ZOE CREATIVE IMPORTS,LLC NINA FOOTWEAR CORP. CRITEO CORP OXFORD APPAREL DAVID PEYSER SPORTSWEAR INC. PACIFIC ALLIANCE USA INC Deloitte POLO/RALPH LAUREN CORPORATION DEMOCRACY PREMIUM DENIM LLC/PAIGE DENIM DESIGNER FRAGRANCE DIV PricewaterhouseCoopers LLP DESIGNER GROUP QUAD/GRAPHICS INC. DOLCE VITA FOOTWEAR INC RALPH LAUREN CHILDRENWEAR ERP Logic, LLC RALPH LAUREN FOOTWEAR INC. EUROITALY INC/FEI S. ROTHSCHILD AND COMPANY FACEBOOK INC. SALANT CORPORATION Facebook, Inc. SANCTUARY CLOTHING FLIK INTERNATIONAL CORP-417632 SDI Industries, Inc FOWNES BROTHERS AND CO STEVEN MADDEN LTD. FRENCH CONNECTION SUPREME INTERNATIONAL CORP. G III LEATHER FASHIONS INC SUPREME INTL GBG USA INC SYNCLAIRE BRANDS INC GBG USA INC.C/O THE CIT GROUP THE ECHO DESIGN GROUP INC. GENESCO/JOHNSON & MURPHY THE JEWELRY GROUP INC HFC PRESTIGE PRODUCTS INC. THE LEVY GROUP/LAUNDRY HIGHLINE UNITED LLC THOMPSON LOCK & SUPPLY CORP. HUDSON CLOTHING INC TOMMY BAHAMA HUGO BOSS FASHIONS INC. TOMS SHOES INC.
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INTER PARFUMS LUXURY BRANDS UNDER ARMOUR JOCKEY UPS JONES NY URBAN OUTFITTERS WHSL INC KAREN KANE V. FRAAS KASPER GROUP,LLC VINCENT CAMUTO LLC KATE SPADE & COMPANY WACOAL AMERICA INC. KAYSER-ROTH CORPORATION XCEL-CT MFG LLC KIEHL’S SINCE 1851 XSCAPE EVENINGS LTD
2
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SCHEDULE 1(g)
Top 50 Creditors
360I LLC KOMAR INTIMATES LLC ALEX APPAREL GROUP, INC. KURT GEIGER LTD Alvarez & Marsal Private Equity Liquidity Capital II L.P. Performance Improvement Group, LLC BETSY N ADAM SALES L’OREAL LANCOME CALERES,INC LUCKY BRAND BATHING SUITS Ceridian HCM, Inc. MANHATTAN BEACHWEAR INC CHANEL INC ME TOO CHRISTIAN DIOR PERFUMES, INC. MICHAEL KORS WHOLESALE LOCKBOX CHUBB NIC + ZOE CRITEO CORP NINA FOOTWEAR CORP. DAVID PEYSER SPORTSWEAR INC. OFI Carlyle Private Credit Fund DEMOCRACY PACIFIC ALLIANCE USA INC DESIGNER FRAGRANCE DIV POLO/RALPH LAUREN CORPORATION ERP Logic, LLC QUAD/GRAPHICS INC. FACEBOOK INC. RALPH LAUREN CHILDRENWEAR FLIK INTERNATIONAL CORP-417632 SANCTUARY CLOTHING FOWNES BROTHERS AND CO STEVEN MADDEN LTD. FRENCH CONNECTION SUPREME INTL G III LEATHER FASHIONS INC THE LEVY GROUP/LAUNDRY HBC US Propco Holdings, LLC TOMMY BAHAMA HFC PRESTIGE PRODUCTS INC. URBAN OUTFITTERS WHSL INC HIGHLINE UNITED LLC V. FRAAS JONES NY WACOAL AMERICA INC. KASPER GROUP,LLC Wells Fargo, National Association KATE SPADE & COMPANY XCEL-CT MFG LLC KIEHL’S SINCE 1851 XSCAPE EVENINGS LTD
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SCHEDULE 1(h)
Bankruptcy Judges for United States Bankruptcy Court for the Eastern District of Virginia and Staff
Brian F. Kenney Frant J. Santoro Keith L. Phillips Kevin R. Huennekens Klienette H. Kindred Stephen C. St. John
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SCHEDULE 1(i)
Landlords
Bala Cynwyd Shopping Center Prudential Center Bridgewater Commons Quakerbridge Mall Burlington Mall Ridge Hill Mall Carousel Center Rockaway Town Square Mall Chevy Chase SF HQ Crossgates Mall South Shore (Bay Shore) Danbury Fair Mall South Shore Plaza (Braintree) Eastchester Stamford Eastview Mall Stockton DC Fair Oaks Mall The Mall at Rockingham Park Fashion Center (Ridgewood) The Mall in Columbia Freehold Raceway Mall Trumbull Garden City (Long Island) Twelve Oaks Mall Garden State Plaza Walden Galleria King of Prussia Plaza Walt Whitman (L&T) Livingston Mall Westfarms Mall Manhasset Westfield Mizner Park White Flint Natick Mall Willowbrook Mall (Wayne) New York HQ Woodfield Mall Northbrook Court
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SCHEDULE 1(j)
Bankruptcy Professionals
BA Securities, LLC Kirkland & Ellis LLP Bankruptcy Management Solutons dba Stretto KPMG Berkeley Research Group, LLC Liquidator - TBD (HILCO, Great American) Choate Hall & Stewart LLP Otterbourg P.Cc. HMAdviseCo, LLC dba Nfluence Partners Willkie Farr & Gallagher LLP Katten Muchin Rosenman LLP USI
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SCHEDULE 1(k)
Insurers and Surety Bonds
Allianz NFIP AXA Philadelphia Indemnity Insurance Company Beazley STARR CHUBB Tokio Marine Great American Underwriters at Lloyd's Hanover USI Insurance Companies, LLC Liberty Mutual Western World Insurance Company
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SCHEDULE 1(l)
Other Litigation and Worker’s Compensation Claims
ABDALGHANI, GHADIR LEE-BENEDETTO, ERICA ADEKOYEJO, ADEYINKA LEGANDA, GIANFRANCO AKINMURELE, GRACE LEO, SRIEDA ALI, KIFAH LEWIN, ELIZABETH ALLEN, KRYSTAL LOKAJ, FATMIRE AMOROSO, DANA LOPERTO, LAURA ASEFI MOGHADDAM, LADAN LUCIANO, VICTORIA ASHTON MARTEL, D'NELLE LUGO, MARLENE ASSADI, SARA MADUWA, RUMBI BAEDER, PATRICIA MAGEE, NATHANAEL BAEDER, PATRICIA MAHMOUD, PARY BAKER, JENNIFER MARLIC, SANDRA BARBA, ROSEMARY MASON, CHRISTINE BARRETT, MARVA MATTE-PIRAINO, ELIZABETH BATCELOR, KAREN MATTERA, VIVIAN M BATHIE, SANDRA T MAURER, KARIN BENNETT, CAROL MAYER, LINDA BETHELMY, JOHN MCCARTHY, TERESA BLUM, JEANETTE MCCREIGHT, SUZANNE BOAKYE DANQUAH, KWABENA MCNEILL, JANET BOSCO, PATRICIA M MECHMANN, LUKE BUCKBINDER, CHRISTINE MEINER, PHYLLIS BUNA, LIDIA MIKULKA, BRIAN CAPELLAN DE ABREU, BINVENIDA A MILIK, AFAF CAPITANI, AURORA MINARDI, JOANN CASTILLO, RONALD MINCH, ANITA CASTRO, DELSA MOGHADDAM, LADAN A CHRISTAIN, GLADYS MOHAMMED, FOUZIA CLOUTIER, PHIL MOORE-FISHER, BONNIE COLOSI, CANDICE MORA, KIMBERLY COOK, KHADIJAH Z MULANOV, RIMMA COOPER, MARILYN MURRAY, ELIZABETH CORRALES, INGRID MYERS, PAT COTTMAN, JANNYSE NALBONE, MARY COULSON, TAMARA NAPPI, ANTHONY CRAFTON, DIANE NEIL, MARVIN CROSSDALE, KARLENE NICOLAO, LEE CRUZ, EVELYN NIHAILOVCH, NATASHA CULTER, CAROL A OLIVIERI, DAWN CUNNINGHAM, CELIA OSWICKY'DELGAD, FRANCINE DAVENJAY, JAMES PARKER, CLAIRE DESROSIERS, CHERLANDE PESTA, MELISSA DEVINE, MAUREEN PETRANTONAKIS, CHRISTINA
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DIBICCARI, JAMIE PETTENGILL, ROSEMARY DIGRANDE, JOSEPHINE POLITI, DANIA DONESON, ELDA PUTZ, JULIA DOOKHAN, SATYAWATTEE QUIRKE-GARAY, MEYBOLLE DREWES, ROSEMARY RAD, SORAYA B DUBRAY - WOHNER, BRANDY RAMANO, VIVIAN DVORETT, ROBERT REESE-LEFTTRIDGE, RACQUEL EBRON, RONICA REID, MORINE EDWARDS, BRENDA REYES, KARLA ELTELBANY, HEBA RIEMER, VERONICA ESCOBAR, GERMAN RIOS, CHRISTOPHER EVANS, WILLIS RIVERA, MIGUEL EVANS-GREENE, DEBRA ROBERTSON, JOSEFINA FINGUERRA, MARIE ROMAN, JESSICA FLORES, MICHAEL RORBACH, SUSAN FRANUSIAK, ANNA ROSS, MATTHEW GALLEGO, ALEXANDER SABATINO, FRANK GANGULI, SHUKLA SABINO, JOAN GARG, SANGEETA SALAZAR, CARLOS GARSON, HANNAH SANCHEZ, SUSANA GARY, PAT SANCHEZ-TEIXEIRA, AMALIA GERAMIFAR, SOHEILA SAREN, IBRAHIM GERBER, MILDRED SCHRUBBE, BARBARA GIANGRECO, LORRAINE SCOTT, JANINE GLOVER, LINDA M SEIRAFI, AIDA GOLDBERG, RENEE SELOFSKY, TONI A GOLDMAN, SAMANTHA SGAMBATI, ASHLEY GRANDAS, DOLLY SHEEDY, MARY GRANOFF, SUSAN SIVILICH, ERIC GREEN, JASMINE SKAS, ARLENE GREENE, DEBRA SLADE, EVANGELINE GREGORIDA, JOSEPH SMALLWOOD, VERNA GUERTIN, JANE SMITH, JOANNE GUTIERREZ, MARIE SNYDER, JANET HAJMAFAH, JUDY SPEARMAN-WOODS, MARSHA HALL, DIANE D SPENSIERI, MARIA HARDING, ALLISON SPRINGER, VALERIE HAWKINS, STEPHEN TARPEY, KATHERINE HORAN, ANA TEJADA, MIRIAM HUSSAIN, BUSHRA TEMMALLO, CAROL ILIOU, JAMES THAYER, GRACE INJURED, UNKNOWN THORTON, DIANN INOCENCIO, LORENZO TOMITZ, ANDREW IRRERA, ANNA M TOTHILL, STEPHANIE JABLONSKA, KRYSTYNA TRACEY, ELAINE JACKSON, GENIFER L UMANS, JOANNE
2
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JEFFERSON, CRYSTAL UNKNOWN JOHNSON, JANET VAZQUEZ CALAUDIO, SHEILA JONES, CAROLYN VECTOVIC, SURKA JOYNER, KINGSTON VENEGAS-DEIK, ANNA KALIK, VALERIE VENTURA, STEPHNIE L KALOUSIE, EMEL VESSELI, REMZIJE KANAKIS, CHRYSTELLA WALSH, LISA KELLY, EILEEN WARE, WENDY KINOUNA, MAY SARAH WHITE, ELDA KLINE, VERONIA WIDGER, GABRIELLE KRAMER, BARBARA WINHUSEN, LOUISE A KRUSE, CELINE WOOD, JUDITH KURTI, GENTJANA WOODS, DELORES LACEN, AVERIE YALDO, MAMAHIL LANGDO, ANDREW YE, SUHUA
3
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SCHEDULE 1(m)
Governmental and Regulatory Authorities
Abington Twp Tax Department Maine Revenue Services Alabama Department Of Revenue Malvern Borough Tax Department Alabama Dept Of Revenue Marple Twp Tax Department Alabama Income Tax Division Maryland Comptroller Of The Treasury Alabama Income Tax Division Massachusetts Department Of Revenue Albany County Tax Department Maumee City Ambler Borough Tax Department Mcadoo Borough Tax Department Amhest Department Of Revenue Mercer County Tax Department Archbald Tax Department Michigan Department Of Treasury Arizona Department Of Revenue Michigan Dept Of Treasury Arizona State Dept Of Revenue Middle Smithfield Twp Tax Department Arkansas Department Of Revenue Middlesex County Tax Department Arkansas Dept Of Finance Middletown Borough Tax Department Ashley Borough Tax Department Millbourne Borough Tax Office Aurora Sale Tax Division Millville Borough Tax Department Avoca Borough Tax Department Minnesota Department Of Revenue Banks Twp Tax Department Mississippi Department Of Revenue Bear Creek Twp Tax Department Mississippi Tax Commission Bensalem Twp Tax Department Missouri Department Of Revenue Benton Twp Tax Department Missouri Dept Of Revenue Bergen County Tax Department Monmouth County Tax Department Berks Eit Bureau Monroe County Tax Department Berwick Borough Tax Department Monrow Twp Tax Department Bessemer Alabama Tax Department Montana State Treasurer Bethlehem City Tax Department Montgomery County Tax Department Bethlehem Township Tax Department Montgomery Twp Tax Department Black Creek Twp Tax Department Moore Twp Tax Department Blakely Borough Tax Department Moosic Borough Tax Department Bloomsburg Tax Department Morris County Tax Department Borough Of Bridgeport Tax Department Morrisville Tax Department Borough Of Phoenixville Tax Department Moscow Borough Tax Department Borough Of Pottstown Mount Pocono Tax Department Bourbon County Occup Lic Fee Ms Department Of Revenue Boyd County Occupational Tax Mt. Carmel Township Tax Collector Bristol Tax Department N.J. Division Of Taxation Burlington Twp Tax Department Nanticoke Tax Department Bushkill Twp Tax Department Narberth Borough Tax Department Butler Twp Tax Department Nassau County Tax Department CA Employment Development Department Nazareth Borough Tax Department California Department Of Revenue Nebraska Dept Of Revenue California Department Of Tax & Fee Nescopeck Twp Tax Department Administration Nevada Department Of Taxation Carbondale City Tax Department New Castle Twp Tax Department
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Carbondale Twp Tax Department New Cumberland Borough Tax Department Cass Twp Tax Department New Hampshire Department Of Revenue CCA - Division Of Taxation Administration Central Collection Agency New Hope Borough Tax Department Chester City Tax Department New Mexico Revenue Division Chester Twp Tax Department New Ringgold Tax Department Chestnut Hill Twp Tax Department New Stanton Borough Tax Department City & County Of San Francisco New Vernon Twp Tax Department City Brook Park New York County Tax Department City Income Tax Dept New York Department Of Revenue City Of Akron Ohio New York State Department Of Taxation And City Of Allentown Finance City Of Allentown Tax Department Newport Twp Tax Department City Of Ashland Norfolk County Tax Department City Of Battle Creek Norristown Borough Tax Department City Of Bellefontaine North Carolina Department Of Employment City Of Birmingham Services City Of Bowling Green North Carolina Department Of Revenue City Of Canton North Carolina Dept Of Revenue City Of Cincinnati North Coventry Twp Tax Department City Of Cincinnati Tax Bureau North Ridgeville City City Of Covington North Whitehall Township Tax Department City Of Cuyahoga Falls Northampton Borough Tax Department City Of Dayton Tax Northampton Twp Tax Department City Of Dublin Noxen Twp Tax Department City Of Greenville Nuangola Borough Tax Department City Of Greenwood Village NYC Department Of Finance City Of Haleyville NYS Employment Contributions And Taxes City Of Hamilton Nys Income Tax City Of Hamtrack Treasurer NYS Promptax - Sales Tax City Of Hopkinsville Oakland County Tax Department City Of Huber Heights Office Of Uc Tax Services Central City Of Kansas City Missouri Operations Division City Of Mansfield Ohio Department Of Job And Family City Of Muskegon Services City Of Norwood Ohio Department Of Revenue City Of Parma Ohio Department Of Taxation City Of Pittsburgh Ohio School District City Of Pittsburgh Em-1 Tax Oklahoma Department Of Revenue City Of Saginaw Oklahoma Employment Security Commission City Of Sharonville Oklahoma Tax Commission City Of Sheridan Old Forge Borough Tax Department City Of St Bernard Olyphant Borough Tax Department City Of Stow Onondaga County Tax Department City Of Twinsburg Oregon Department Of Revenue City Of Vandalia Income Tax Oregon Department Of Revenue
2
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City Of Walker Oregon Dept Of Revenue City Of Warren PA Department Of Revenue City Of Westerville PA Dept Of Revenue City Of Wilmington Palm Beach County Tax Department City Of Wilmington Head Tax Parma Department Of Revenue Clarks Green Borough Tax Department Passaic County Tax Department Clarks Summit Borough Tax Department Pen Argyl Borough Tax Department Clifoton Twp Tax Department Penn Forest Twp Tax Department Clinton Twp Tax Collector Penn Hills Twp Tax Collection Cloverleaf Lsd Pennsylvania Department Of Revenue Collector Of Revenue Philadelphia Department Of Revenue Collector Of Taxes Philadelphia Dept Of Rev Collegeville Borough Tax Department Pine Twp Tax Department Collingdale Borough Tax Department Pittston City Tax Department Colorado Department Of Labor And Pittston Twp Tax Department Employment Plains Twp Tax Department Colorado Department Of Revenue Plymouth Borough Tax Department Columbia County Tax Office Plymouth Township Tax Department Columbus City Treasurer Pocono Twp Tax Department Commision Of Tax City Of Toledo Polk Twp Tax Department Comptroller Of The Treasury Pottsville Tax Department Connecticut Commissioner Of Revenue Pringle Borough Tax Department Services Prompton Borough Tax Department Connecticut Dept Of Revenue Radnor Twp Tax Department Conyngham Borough Tax Department Regional Income Tax Agency Conyngham Twp Tax Collector Ri Division Of Taxation Cook County Tax Department Rice Township Tax Department Coolbaugh Tax Department RITA Tax Authority Courtdale Borough Tax Department Rockingham County Tax Department Dallas Borough Tax Collector Ross Twp Tax Department Dallas Twp Tax Collector Salem Twp Tax Department Dalton Tax Department Salex Twp Tax Department Darby Township Municipal Building Salisbury Twp Tax Department DC Treasurer San Francisco County Tax Department Delaware Department Of Revenue San Joaquin County Tax Department Dennison Twp Tax Department Scott County Denver Manager Of Revenue Scott County Schools Dickson City Tax Department Scott Twp Tax Department Dingman Twp Tax Department Scranton Single Tax Office Director Of Finance Scrubgrass Township Tax Department Division Of Taxation Shenandoah Borough Tax Department Dorrance Twp Tax Department Shickshinny Borough Tax Department Dunmore Borough Tax Collector Shrewsbury Twp Tax Department Dupont Borough Tax Department Skippack Twp Tax Department Duryea Borough Tax Department Slocum Twp Tax Department East Brandywine Twp Tax Department Smithfield Twp Tax Department
3
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East Fallowfield Twp Tax Department Somerset County Tax Department East Goshen Twp Tax Department South Abington Twp Tax Department East Lampeter Twp Tax Department South Cannan Twp Tax Department East Norriton Twp Tax Department South Carolina Department Of Revenue East Stroudsburg Borough Tax Department South Carolina Tax Commision East Whiteland Twp Tax Office South Centre Twp Tax Department Easton City Tax Department South Dakota Department Of Revenue Eaton Twp Tax Department South Whitehall Twp Tax Department Edwardsville Borough Tax Department Spring Brook Twp Tax Department Emmaus Borough Tax Department Springfield Income Tax Division Employment Security Department Springfield Twp Tax Department Erie County Tax Department St Louis Collector Of Revenue Essex County Tax Department State Of California / Employment Exeter Borough Tax Department Development Department Exeter Twp Tax Department State Of Colorado Dept Of Rev Fairfax County Tax Department State Of Delaware Fairfield County Tax Department State Of Idaho Fairmount Twp Tax Department State Of Maryland Fairview Twp Tax Department State Of Rhode Island Falls Twp Tax Department Stockton Department Of Revenue Fayette County Public School Stroud Twp Tax Department Fishing Creek Twp Tax Department Stroudburg Borough Tax Department Florida Department Of Revenue Suffolk County Tax Department Forest City Borough Tax Department Sugar Notch Borough Tax Department Forks Twp Tax Department Sugarcreek Borough Tax Department Forty Fort Borough Tax Department Sugarloaf Twp Tax Department Foster Twp Tax Department Swoyersville Borough Tax Department Fountain Hill Borough Tax Department Tamaqua Borough Tax Department Franklin Park Borough Tax Department Taxation And Revenue Department Franklin Twp Tax Department Taylor Borough Tax Department Gadsden Revenue Dept Telford Borough Tax Department Georgia Department Of Revenue Tennessee Department Of Revenue Georgia Dept Of Revenue Texas Comptroller Of Public Accounts Glenburn Township Tax Department Texas Department Of Revenue Glenolden Borough Tax Department The City Of Mason Tax Office Guam Department of Revenue and Taxation The City Of Reynoldsburg Regional Income Hanover Twp Tax Dept Tax Agency Harrisburg City Thornhurst Twp Tax Department Hartford County Tax Department Throop Borough Tax Department Harveys Lake Borough Tax Department Tobyhanna Twp Tax Department Havertown Twp Tax Department Towamencin Twp Tax Department Hawaii State Tax Collector Township Of East Union Tax Department Hazelton City Tax Department Treasure City Of Lansing Hazle Twp Tax Department Treasurer City Of Detroit Hemlock Township Tax Dept Treasurer City Of Flint Hereford Twp Tax Department Treasurer City Of Higland Park
4
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Herrick Twp Tax Department Treasurer City Of Owensboro Hilltown Twp Tax Department Treasurer City Of Pontiac Honesdale Borough Tax Department Treasurer State Of Iowa Horsham Township Tax Department Tredyffrin Township Tax Office Howard County Tax Department Tunkhannock Twp Tax Collector Hughestown Borough Tax Department Union County Tax Department Hunlock Twp Tax Department Union Twp Tax Department Huntington Twp Tax Department Upper Darby Twp Tax Office Illinois Department Of Revenue Upper Macungie Twp Tax Department Illinois Dept Of Revenue Upper Merion Twp Tax Department Indiana Department Of Revenue Upper Providence Twp Tax Department Indiana Dept Of Revenue Upper Southampton Twp Tax Department Jackson Twp Tax Department Upper Uwchlan Township Tax Department Jefferson County Utah State Tax Commission Jefferson Twp Tax Department Utah State Tax Commission Jenkings Twp Tax Department VEC Central Office Jenkintown Borough Tax Department Vermont Department Of Taxes Jermyn Borough Tax Department Vermont Dept Of Taxes Kansas Dept Of Revenue Virgin Islands Kentucky Department Of Revenue Virginia Department Of Revenue Kentucky State Treasurer Virginia Dept Of Taxation Kidder Twp Tax Department Warrior Run Borough Tax Department Kingston Tax Department Washington Dc Department Of Revenue Kingston Twp Tax Department Washington DC Tax Department Kline Twp Tax Department Washington Department Of Revenue La Plume Twp Tax Collector Washington State Department Of Revenue Laflin Borough Tax Department Washington Twp Tax Department Lake Township Tax Department West Chester Borough Tax Department Lansdowne Borough Tax Department West Hazleton Borough Tax Department Larksville Borough Tax Department West Norriton Twp Tax Department Laurel Run Borough Tax Department West Pittston Borough Tax Department Lehman Twp Tax Collector West Virginia Department Of Revenue Lenox Twp Tax Department West Virginia Sales Tax Unit Leslie County West Virginia State Tax Dept Lexington Fayette West Wyoming Borough Tax Department Lima City Westchester County Tax Department Limerick Twp Tax Department White Haven Borough Tax Department Lititz Borough Tax Department Whitehall Twp Tax Department Lorain City Tax Whitemarsh Twp Tax Department Lorain Department Of Revenue Wilkes Barre Twp Tax Department Louisiana Department Of Revenue And Wisconsin Department Of Revenue Taxation Wisconsin Dept Of Revenue Louisiana Dept Of Revenue Worcester Twp Tax Department Louisville/Jefferson County Wright Twp Tax Department Lower Gwynedd Twp Wyoming Borough Tax Department Lower Makefield Twp Tax Department Wyoming Department Of Revenue
5
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Lower Merion Twp Tax Department Yardley Borough Tax Department Lower Providence Twp Tax Department Yatesville Borough Tax Department Lower Southampton Twp Tax Department Yeadon Borough Tax Department Luzerne Borough Tax Department Yonkers Department Of Revenue Maine Bureau Of Taxation
6
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SCHEDULE 1(n)
Human Resources
Benefit Express Matrix Caremark Reliance Ceridian USI Cigna Voya
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SCHEDULE 1(o)
United States Trustee’s Office for the Eastern District of Virginia
Joseph A. Guzinski Margaret K. Garber June E. Turner Peggy T. Flinchum Kenneth Whitehurst III Shannon F. Pecoraro John P. Fitzgerald III Theresa E. McPherson Joseph A. Guzinski
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SCHEDULE 1(p)
Utilities
15 West National Grid - New York/11742 436 5th Ave-Con Edison National Grid - New York/11742- Albany Albany Water New Jersey American Water Company/371331 Aqua Pennsylvania/70279 New York Gas Consolidated Aquarion Water Company of CT New York Steam Consolidated Bala Nicor Gas/2020/0632/5407 Bala- Philly Elec NYC Water Board Baltimore Gas & Electric Co Orange and Rockland Utilities (O&R) Bay Shore Con Ed - Constellation NewEnergy Palisades Bay Shore LIPA Pennsylvania-American Water Company Borough of Paramus, NJ PEPCO (Potomac Electric Power Company) Boston -NSTAR/ConEdison PG&E Boston Water and Sewer Commission PSE&G-Public Service Elec & Gas Co Braintree Water & Sewer Dept Quakerbridge Bridgewater RG&E - Rochester Gas & Electric Bridgewater Township Ridge hill Green mountain Energy Burlington NSTAR Ridgehill Burlington NSTAR/Liberty Power, IL Ridgehill Con Edison Carousel Ridgewood – Public Central-16 West 39 Ridgewood PSE&G(18) Central-16 West 39(Annex) Rockaway - ConEd Solutions Champion Energy Services, LLC/4723 Rockaway Township Municipal Utility City of Boca Raton, FL South Huntington Water City of Novi, MI Southshore City of Stamford WPCA Stamford – yankee City of Stockton Stuyvesant/Approved Oil Compa City of Syracuse Suffolk County Water Authority - NY City of Wilkes-Barre- Sewer Maint Fee Sunedison LLC Coast Fire Equipment Sunedison LLC /Quakerbridge Comcast Taubman Auburn Hills Associates LP Con Edison Tax Collector, City of Danbury, CT CONEDISON SOLUTIONS Town of Burlington, MA ConEdison Solutions/Liberty Power, IL Town of Natick, MA Connecticut Natural Gas Corp (CNG) Town of Salem, NH Constellation NewEnergy/4640 Town of Westfield, NJ DC Water and Sewer Authority Township of Freehold, NJ Eatontown Sewer Authority Township of Livingston, NJ EDF Energy Services, LLC Township of Moorestown, NJ Elizabethtown Water Company Township of Wayne, NJ
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Engie Insight Services, Inc. Township of Woodbridge Sewer Utility Eversource Energy 660753/56007 Trumbull WPCA Fair Oaks Twelve Oaks - Detroit Edison Fairfax Water - VA Tysons FGL Labs UGI Energy Services LLC First Energy UGI Utilities Inc Florida Power & Light Company (FPL) United Illuminating Company Florida Public Utilities/2137 United Water Garden City Con Ed UNITED WATER NEW JERSEY Garden City Keyspan UNITIL NH Gas Operations Garden City LIPA Utility Telecom Garden State Village of Northbrook, IL Garden State Plaza Village of Nyack Water Dept., NY Garden State PSE&G Village of Schaumburg, IL Green Mountain Energy Walden-Buffalo-National Grid Green Mountain Energy Co CSA Walt Whitman Green Mountain Energy/25211 Walt Whitman Con Ed Hudson Energy Services Walt Whitman LIPA Hudson Energy Services NY /Burlington NSTAR Washington Hudson Energy Services NY/Carousel - National Washington Suburban Sanitary Grid Commission Incorporated Village of Garden City, NY Waste Management Infinite Energy Water Revenue Bureau Intelligent Energy West Farms-Conn.Lt & Pwr Kinetix Westchester (09) King of Prussia Westchester Con Ed (1) Lawrence Township Tax Office Westchester Con Ed (15) Liberty Power Holdings, LLC Westchester Con Ed (33) Liberty Power Holdings, LLC/Champion Energy Westchester -Con Edison Liberty Power, IL Westchester Con Edison (15) Liberty Utilities \CONEDISON SOLUTIONS Westchester Con Edison (33) Loudon Westchester Con Edison (36) Loudoun Water Westchester Con Edison (38) Madison Commercial Fuels Westchester Infinite Energy Manhasset - LIPA Westfarms Associates Manhasset - LIPA Wilkes-Barre Manhasset Lakeville Wilkes-Barre Township Sewer Maintenance Manhasset-Lakeville Water District Willowbrook MidAmerican Energy Company/Liberty Power Woodbridge Holdings LLC Middlesex Water Company Woodfield - Comed/Champion Energy Monmouth Woodfield - First Energy Monmouth - ConEd Solutions Wyoming Valley Sanitary Authority National Grid
2
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SCHEDULE 2
Name of Entity Searched Category Status
360I LLC Vendors; Top 50 Creditors Former client in unrelated matter(s)
AFCO Vendors Active client affiliate in unrelated matter(s)
ALLIANZ Insurers and Surety Bonds Active client in unrelated matter(s)
Alvarez & Marsal Private Equity Vendors; Top 50 Creditors Active client Performance Improvement Group, LLC affiliate in unrelated matter(s)
Aquarion Water Company of CT Utilities Active client affiliate in unrelated matter(s)
AXA Insurers and Surety Bonds Active client affiliate in unrelated matter(s)
BA SECURITIES, LLC Bankruptcy Professionals Former client in unrelated matter(s)
Bala Utilities Former client in unrelated matter(s)
Baltimore Gas & Electric Co Utilities Active client affiliate in unrelated matter(s)
BEAZLEY Insurers and Surety Bonds Former client in unrelated matter(s)
Benefit Express Human Resources Active client affiliate in unrelated matter(s)
BERNARD CHAUS INC. Vendors Active client in unrelated matter(s)
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Name of Entity Searched Category Status
Boston -NSTAR/ConEdison Utilities Former client affiliate in unrelated matter(s)
Bridgewater Utilities Active client in unrelated matter(s)
BURLINGTON MALL Landlords Former client affiliate in unrelated matter(s)
CALVIN KLEIN KIDS UNDERWEAR Vendors Active client affiliate in unrelated matter(s)
Caremark Human Resources Former client affiliate in unrelated matter(s)
Carousel Utilities Active client affiliate in unrelated matter(s)
Carousel Center Landlords Former client affiliate in unrelated matter(s)
Ceridian HCM, Inc. Vendors; Top 50 Creditors Active client affiliate in unrelated matter(s)
Chevy Chase Landlords Active client affiliate in unrelated matter(s)
CHRISTIAN DIOR PERFUMES, INC. Vendors; Top 50 Creditors Active client affiliate in unrelated matter(s)
CHUBB Insurers and Surety Bonds; Active client in Vendors; Top 50 Creditors unrelated matter(s)
Cigna Human Resources Active client affiliate in unrelated matter(s)
2
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Name of Entity Searched Category Status
Comcast Utilities Active client affiliate in unrelated matter(s)
Con Edison Utilities Former client affiliate in unrelated matter(s)
Connecticut Natural Gas Corp (CNG) Utilities Active client affiliate in unrelated matter(s)
Constellation NewEnergy/4640 Utilities Active client affiliate in unrelated matter(s)
Cook County Tax Department Governmental and Former client Regulatory Authorities affiliate in unrelated matter(s)
Crossgates Mall Landlords Active client affiliate in unrelated matter(s)
Danbury Fair Mall Landlords Active client affiliate in unrelated matter(s)
DAVID PEYSER SPORTSWEAR INC. Vendors; Top 50 Creditors Active client in unrelated matter(s)
DEMOCRACY Vendors; Top 50 Creditors Active client affiliate in unrelated matter(s)
DESIGNER GROUP Vendors Active client affiliate in unrelated matter(s)
DOLCE VITA FOOTWEAR INC Vendors Active client affiliate in unrelated matter(s)
3
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Name of Entity Searched Category Status
Employment Security Department Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
Engie Insight Services, Inc. Utilities Former client affiliate in unrelated matter(s)
EUROITALY INC/FEI Vendors Former client in unrelated matter(s)
EVANS-GREENE, DEBRA Other Litigation and Former client Worker’s Compensation affiliate in Claims unrelated matter(s)
Fair Oaks Utilities Former client affiliate in unrelated matter(s)
First Energy Utilities Active client affiliate in unrelated matter(s)
FREEHOLD RACEWAY MALL Landlords Active client in unrelated matter(s)
FRENCH CONNECTION Vendors; Top 50 Creditors Active client in unrelated matter(s)
G III LEATHER FASHIONS INC Vendors; Top 50 Creditors Active client affiliate in unrelated matter(s)
Garden State Utilities Active client in unrelated matter(s)
GARDEN STATE PLAZA Landlords; Utilities Active client in unrelated matter(s)
GBG USA INC Vendors Active client affiliate in unrelated matter(s)
4
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Name of Entity Searched Category Status
GBG USA INC.C/O THE CIT GROUP Vendors Active client affiliate in unrelated matter(s)
GOLDMAN, SAMANTHA Other Litigation and Former client Worker’s Compensation affiliate in Claims unrelated matter(s)
Great American Insurers and Surety Bonds Active client affiliate in unrelated matter(s)
HANOVER Insurers and Surety Bonds Active client affiliate in unrelated matter(s)
Illinois Dept of Revenue Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
In re Payment Card Interchange Fee and Significant Litigation Saks is an active Merchant-Discount Antitrust Litigation Parties client affiliate in (includes Saks and L&T) unrelated matter(s)
Jefferson County Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
JONES NY Vendors; Top 50 Creditors Active client in unrelated matter(s)
JONES, CAROLYN Other Litigation and Former client in Worker’s Compensation unrelated matter(s) Claims
KATE SPADE & COMPANY Vendors; Top 50 Creditors Former client affiliate in unrelated matter(s)
KAYSER-ROTH CORPORATION Vendors Active client in unrelated matter(s)
Kinetix Utilities Active client affiliate in unrelated matter(s)
5
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Name of Entity Searched Category Status
KING OF PRUSSIA PLAZA Landlords Former client affiliate in unrelated matter(s)
Kingston Tax Department Governmental and Former client Regulatory Authorities affiliate in unrelated matter(s)
Kirkland & Ellis LLP Bankruptcy Professionals Active client affiliate in unrelated matter(s)
KPMG Bankruptcy Professionals Active client affiliate in unrelated matter(s)
L2T INC Vendors Former client affiliate in unrelated matter(s)
LIBERTY MUTUAL Insurers and Surety Bonds Active client in unrelated matter(s)
LIQUIDATOR - TBD (HILCO, GREAT Bankruptcy Professionals Active client in AMERICAN) unrelated matter(s)
LIQUIDITY CAPITAL II L.P. Debtholders; Top 50 Active client Creditors affiliate in unrelated matter(s)
Louisville/Jefferson County Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
LUCKY BRAND DUNGAREES,LLC Vendors Former client in unrelated matter(s)
Madison Commercial Fuels Utilities Active client affiliate in unrelated matter(s)
Manhasset Landlords Former client affiliate in unrelated matter(s)
6
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Name of Entity Searched Category Status
Manhasset - LIPA Utilities Former client affiliate in unrelated matter(s)
MARC JACOBS INTERNATIONAL Vendors Active client in LLC unrelated matter(s)
Matrix Human Resources Active client in unrelated matter(s)
MICHAEL KORS WHOLESALE Vendors; Top 50 Creditors Active client LOCKBOX affiliate in unrelated matter(s)
MidAmerican Energy Company/Liberty Utilities Active client Power Holdings LLC affiliate in unrelated matter(s)
Mindy Novack Current and Former Active client Directors and Officers affiliate in unrelated matter(s)
Missouri Department of Revenue Governmental and Former client Regulatory Authorities affiliate in unrelated matter(s)
Monmouth Utilities Active client affiliate in unrelated matter(s)
NATICK MALL Landlords Former client affiliate in unrelated matter(s)
National Grid Utilities Active client affiliate in unrelated matter(s)
National Grid - New York/11742-Albany Utilities Active client affiliate in unrelated matter(s)
Nevada Department of Taxation Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
7
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Name of Entity Searched Category Status
New York County Tax Department Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
New York State Department of Taxation Governmental and Active client and Finance Regulatory Authorities affiliate in unrelated matter(s)
Nicor Gas/2020/0632/5407 Utilities Former client affiliate in unrelated matter(s)
NYC Department of Finance Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
NYC Water Board Utilities Active client affiliate in unrelated matter(s)
NYS Promptax – Sales Tax Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
Ohio Department of Job and Family Governmental and Active client Services Regulatory Authorities affiliate in unrelated matter(s)
Ohio Department of Taxation Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
Orange and Rockland Utilities (O&R) Utilities Active client affiliate in unrelated matter(s)
Palisades Utilities Active client affiliate in unrelated matter(s)
PEPCO (Potomac Electric Power Utilities Active client Company) affiliate in unrelated matter(s)
8
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Name of Entity Searched Category Status
PG&E Utilities Active client affiliate in unrelated matter(s)
POLO/RALPH LAUREN Vendors; Top 50 Creditors Active client in CORPORATION unrelated matter(s)
PricewaterhouseCoopers LLP Vendors Active client affiliate in unrelated matter(s)
Prudential Center Landlords Active client affiliate in unrelated matter(s)
QUAD/GRAPHICS INC. Vendors; Top 50 Creditors Former client affiliate in unrelated matter(s)
Quakerbridge Utilities Former client affiliate in unrelated matter(s)
QUAKERBRIDGE MALL Landlords Former client affiliate in unrelated matter(s)
RALPH LAUREN FOOTWEAR INC. Vendors Active client affiliate in unrelated matter(s)
Reliance Human Resources Active client in unrelated matter(s)
Richard Baker Current and Former Former client Directors and Officers affiliate in unrelated matter(s)
Ridgehill Utilities Former client affiliate in unrelated matter(s)
Ridgewood PSE&G(18) Utilities Active client affiliate in unrelated matter(s)
9
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Name of Entity Searched Category Status
ROCKAWAY TOWN SQUARE MALL Landlords Former client affiliate in unrelated matter(s)
S. ROTHSCHILD AND COMPANY Vendors Active client affiliate in unrelated matter(s)
SALANT CORPORATION Vendors Active client affiliate in unrelated matter(s)
SILICON VALLEY BANK Debtholders Active client in unrelated matter(s)
SOUTH SHORE (BAY SHORE) Landlords Active client affiliate in unrelated matter(s)
SOUTH SHORE PLAZA Landlords Former client (BRAINTREE) affiliate in unrelated matter(s)
Southshore Utilities Active client affiliate in unrelated matter(s)
STAMFORD Landlords Active client in unrelated matter(s)
STARR Insurers and Surety Bonds Active client affiliate in unrelated matter(s)
State of California/Employment Governmental and Active client Development Department Regulatory Authorities affiliate in unrelated matter(s)
State of Maryland Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
Stephen Gold Current and Former Former client in Directors and Officers unrelated matter(s)
10
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Name of Entity Searched Category Status
STEVEN MADDEN LTD. Vendors; Top 50 Creditors Active client in unrelated matter(s)
STOCKTON DC Landlords Former client in unrelated matter(s)
Sunedison LLC Utilities Active client affiliate in unrelated matter(s)
Sunedison LLC /Quakerbridge Utilities Active client affiliate in unrelated matter(s)
SUPREME INTL Vendors; Top 50 Creditors Active client in unrelated matter(s)
Taubman Auburn Hills Associates LP Utilities Former client affiliate in unrelated matter(s)
The Mall at Rockingham Park Landlords Former client affiliate in unrelated matter(s)
THE MALL IN COLUMBIA Landlords Active client affiliate in unrelated matter(s)
Trumbull Landlords Active client affiliate in unrelated matter(s)
TWELVE OAKS MALL Landlords Former client affiliate in unrelated matter(s)
Tysons Utilities Active client affiliate in unrelated matter(s)
UNDERWRITERS AT LLOYD'S Insurers and Surety Bonds Active client in unrelated matter(s)
11
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Name of Entity Searched Category Status
United Water Utilities Former client affiliate in unrelated matter(s)
UPS Vendors Active client affiliate in unrelated matter(s)
USI Human Resources; Active client Bankruptcy Professionals affiliate in unrelated matter(s)
Village of Northbrook, IL Utilities Active client in unrelated matter(s)
VINCENT CAMUTO LLC Vendors Active client affiliate in unrelated matter(s)
Virgin Islands Governmental and Active client Regulatory Authorities affiliate in unrelated matter(s)
Voya Human Resources Active client affiliate in unrelated matter(s)
Washington Utilities Active client affiliate in unrelated matter(s)
Waste Management Utilities Active client affiliate in unrelated matter(s)
Water Revenue Bureau Utilities Former client affiliate in unrelated matter(s)
WELLS FARGO, NATIONAL Debtholders; Top 50 Active client in ASSOCIATION Creditors unrelated matter(s)
Westchester -Con Edison Utilities Former client in unrelated matter(s)
12
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Name of Entity Searched Category Status
WESTERN WORLD INSURANCE Insurers and Surety Bonds Active client COMPANY affiliate in unrelated matter(s)
WESTFIELD Landlords Active client in unrelated matter(s)
White Flint Mall Landlords Active client affiliate in unrelated matter(s)
Wilkes-Barre Utilities Former client affiliate in unrelated matter(s)
Willowbrook Utilities Active client affiliate in unrelated matter(s)
WILLOWBROOK MALL (WAYNE) Landlords Active client affiliate in unrelated matter(s)
Woodbridge Utilities Active client affiliate in unrelated matter(s)
Woodfield - Comed/Champion Energy Utilities Active client affiliate in unrelated matter(s)
13
Case 20-33332-KLP Doc 197-3 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) C Page 1 of 5
Exhibit C
Kahn Declaration
Case 20-33332-KLP Doc 197-3 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) C Page 2 of 5 Steven J. Reisman (admitted pro hac vice) Donald C. Schultz (VSB No. 30531) Theresa A Foudy (admitted pro hac vice) W. Ryan Snow (VSB No. 47423) Marc B. Roitman (admitted pro hac vice) David C. Hartnett (VSB No. 80452) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York 10022 Norfolk, Virginia 23510 Telephone: (212) 940-8800 Telephone: (757) 623-3000
-and-
Ethan D. Trotz (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, Illinois 60661 Telephone: (312) 902-5200
Proposed Co-Counsel to the Restructuring Committee of the Board of Directors of Le Tote, Inc.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ______) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ______)
DECLARATION OF MATTHEW KAHN IN SUPPORT OF THE APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATTEN MUCHIN ROSENMAN LLP AS SPECIAL COUNSEL PURSUANT TO SECTIONS 327(e), 328(a), AND 1107(b) OF THE BANKRUPTCY CODE EFFECTIVE AS OF AUGUST 2, 2020
I, Matthew Kahn,being duly sworn, hereby state as follows:
1. I am a disinterested director (“Disinterested Director”) of the board of directors (the
“Board”) of Le Tote, Inc. (“Le Tote”), and a member of the restructuring committee (the
“Restructuring Committee”) of the Board. In such capacity, I am generally familiar with the day-
1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.
Case 20-33332-KLP Doc 197-3 Filed 08/24/20 Entered 08/24/20 18:56:37 Desc Exhibit(s) C Page 3 of 5
to-day operations, business and financial affairs, and books and records of Le Tote and am authorized to submit this declaration (the “Declaration”).
2. I submit this Declaration in support of the Application of the Debtors for Entry of
an Order Authorizing the Employment and Retention of Katten Muchin Rosenman LLP as Special
Counsel Pursuant to Sections 327(e), 328(a), and 1107(b) of the Bankruptcy Code Effective as of
August 2, 2020 (the “Application”) in connection with the above-referenced chapter 11 cases.
Except as otherwise noted, I have personal knowledge of the matters set forth herein
The Debtors’ Selection of Counsel
3. On April 27, 2020, Katten Muchin Rosenman LLP (“Katten”) and Le Tote executed
an engagement letter (as amended, modified, or supplemented, the “Engagement Letter”)
regarding the retention of Katten as counsel acting on behalf of and at the sole direction of the
Restructuring Committee. I agreed to the retention of Katten as counsel on the terms of the
Engagement Letter.
4. The Restructuring Committee recognizes when selecting legal counsel in complex
chapter 11 cases, a comprehensive review process is necessary to ensure that bankruptcy
professionals are subject to the same client-driven market forces, scrutiny, and accountability as
professionals in non-bankruptcy engagements.
5. Ultimately, the Debtors retained Katten to render legal services on behalf of and at
the sole direction of the Restructuring Committee because, among other reasons, Katten possesses experience in, among other areas, financial restructuring, litigation, corporate governance, corporate finance, and independent investigations in the context of chapter 11 cases. Katten has become very familiar with the Debtors’ operations, business, capital structure, and potential legal issues that may arise in the context of these chapter 11 cases. The Restructuring Committee has
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determined that the retention of Katten is in the best interest of the estate. Accordingly, I believe
that Katten is both well qualified and uniquely able to provide the specialized legal advice sought
by the Restructuring Committee going forward in an efficient and effective manner.
Rate Structure
6. As an individual that frequently serves in a fiduciary capacity, I have supervised
outside counsel in other matters in the ordinary course of business. Katten has informed the
Debtors that its hourly billing rates do not vary as a function of whether the services performed
relate to a bankruptcy engagement or a non-bankruptcy engagement. As discussed below, I am
also responsible for reviewing the invoices regularly submitted by Katten, and have been informed
by Katten that the rates Katten charged the Debtors in the prepetition period for restructuring
services are the same as the rates Katten will charge the Debtors in the postpetition period.
Cost Supervision
7. The Restructuring Committee and Katten have been developing a prospective
budget and staffing plan to comply with the U.S. Trustee’s requests for information and additional
disclosures and any other orders of the Court for the period from August 2, 2020 to November 2,
2020, 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 circumstances that will need to be addressed by the Restructuring Committee and Katten. The Restructuring Committee further recognizes that it is responsible to monitor closely the billing practices of Katten 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 Restructuring Committee will continue to review the invoices that Katten regularly submits, and, together with Katten, amend the budget and staffing plans periodically, as the case develops.
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8. As it did prior to the Petition Date, the Restructuring Committee will continue to bring discipline, predictability, client involvement, and accountability to Katten’s fees and expenses reimbursement process. While every chapter 11 case is unique, Katten’s 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.
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.
Richmond, Virginia /s/ Matthew Kahn Dated: August 24, 2020 Matthew Kahn Disinterested Director Le Tote, Inc.
4