IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION
) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered) 1
THE DEADLINE FOR FILING A TIMELY RESPONSE IS: JUNE 22, 2021.
IF A RESPONSE IS TIMELY FILED, THE HEARING WILL BE: JUNE 29, 2021, 11:00 a.m. (CST), via AT&T Conference Line using Call-In Number 1-888-363-4749 and Access Code 8979228#.
NOTICE OF MOTION OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MCDERMOTT WILL & EMERY LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF MAY 4, 2021
The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) have filed in the captioned case a Motion for Entry of an Order Authorizing the Retention and Employment of McDermott Will & Emery LLP as Attorneys for the Debtors and Debtors in Possession Effective as of May 4, 2021.
YOUR RIGHTS MAY BE AFFECTED. If you do not want the court to grant the attached motion by entering the attached order, or if you want the court to consider your views on the motion, then on or before the response date stated above, you or your attorney must:
1. File with the court your response or objection explaining your position. Please note: the Bankruptcy Court for the Middle District of Tennessee requires electronic filing. Any response or objection you wish to file must be submitted electronically. To file
1 The jointly administered Debtors’ respective case numbers in these Chapter 11 Cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk- 05439; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447.
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Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 1 of 14 electronically, you or your attorney must go to the court website and follow the instructions at: https://ecf.tnmb.uscourts.gov.
If you need assistance with Electronic Filing you may call the Bankruptcy Court at (615) 736-5584.
2. Your response must state the deadline for filing responses, the date of the scheduled hearing and the motion to which you are responding.
If a response is filed before the deadline stated above, the hearing will be held at the time and place indicated above. THERE WILL BE NO FURTHER NOTICE OF THE HEARING DATE. You may check whether a timely response has been filed by viewing the case on the court’s website at https://ecf.tnmb.uscourts.gov.
If you or your attorney does not take these steps, the court may decide that you do not oppose the relief sought in the motion and may enter the attached order granting that relief.
This 1st day of June 2021.
Respectfully submitted,
WALLER LANSDEN DORTCH & DAVIS, LLP
/s/ David E. Lemke David E. Lemke (Tenn. Bar No. 013586) Tyler N. Layne (Tenn. Bar No. 033401) 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: [email protected] [email protected] -and- /s/ Marcus A. Helt Marcus A. Helt (admitted pro hac vice) Jack G. Haake (admitted pro hac vice) MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, Texas 75201 Tel: (214) 210-2821 Fax: (972) 528-5765 Email: [email protected] [email protected]
Proposed Counsel for the Debtors and Debtors in Possession
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Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 2 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION
) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered)1
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MCDERMOTT WILL & EMERY LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF MAY 4, 2021
The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”)
respectfully ask this Court (the “Application”) to enter an order (the “Proposed Order”),
substantially in the form attached as Exhibit A, authorizing the debtors to retain and employ
McDermott Will & Emery LLP (“McDermott”) as their attorneys effective as of May 4, 2021.2 In
support of this Application, the Debtors (a) submit the (i) declaration of Marcus A. Helt, a partner
of McDermott (the “Helt Declaration”), which is attached as Exhibit B and (ii) the declaration of
Mark Andrews, the Managing Director of Trinity River Advisor (the “Andrews Declaration”),
which is attached as Exhibit C, and (b) state as follows:
Jurisdiction and Venue
1. The United States Bankruptcy Court for the Middle District of Tennessee (the
1 The jointly administered Debtors’ respective case numbers in these Chapter 11 Cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 Capitalized terms used in this Application and not defined have the meanings given to such terms in this Application or the Helt Declaration, as applicable.
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Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 3 of 14 “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. The Debtors
confirm their consent to the entry of a final order by the Court in connection with this Application
to the extent that it is later determined that the Court, absent consent of the parties, cannot enter
final orders or judgments in connection herewith consistent with Article III of the United States
Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The bases for the relief requested herein are sections 327(a) and 330 of title 11 of
the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), rules 2014(a) and 2016
of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2014-1 and
9075-1 of the Local Rules of Court for the United States Bankruptcy Court for the Middle District
of Tennessee (the “Local Rules”).
Background
4. On December 15, 2020 (the “Petition Date”), each Debtor filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and
managing their property as debtors-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code
5. By order of this Court entered on December 22, 2020 [Doc. No. 65], these chapter
11 cases (the “Chapter 11 Cases”) are being jointly administered for procedural purposes only.
6. On January 8, 2021, an Official Committee of Unsecured Creditors (the
“Committee”) was appointed by the United States Trustee for the Middle District of Tennessee.
7. A full description of the Debtors’ business operations, corporate structures, capital
structures, and reasons for commencing the Chapter 11 Cases is set forth in the Declaration of
Mark Andrews, Managing Director at Trinity River Advisors and Restructuring Advisor to the
Debtors in Support of the Debtors’ Chapter 11 Petitions and First-Day Motions [Doc. No. 15] (the
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Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 4 of 14 “First Day Declaration”), which is incorporated herein by reference.
8. On January 22, 2021, the Court entered an order [Doc. No. 204] authorizing the
Debtors to retain Foley & Lardner, LLP (“Foley”) as their general counsel and Marcus Helt was
the lead Foley attorney for the Cases. On May 4, 2021, Marcus Helt withdraw from the Foley
partnership and entered the McDermott partnership. Jack Haake resigned from Foley and joined
McDermott on May 24, 2021. As a result, the Debtors want to replace Foley as their general
bankruptcy counsel in the Cases with McDermott. This will ensure that (a) Marcus Helt continues
to represent the Debtors as their lead bankruptcy counsel in the Cases and (b) Jack Haake continues
support Marcus Helt.
Relief Requested
9. By this Application, the Debtors seek entry of the Order authorizing the retention
and employment of McDermott as their attorneys in accordance with the terms and conditions set
forth herein.
McDermott’s Qualifications
10. The Debtors seek to retain McDermott (a) so that Marcus Helt and Jack Haake may
continue to represent the Debtors in the Chapter 11 Cases and (b) for its expertise in healthcare
matters and healthcare bankruptcies. This counsel replacement is in the best interests of the Estates,
because it ensures continuity and efficiencies for lead counsel and his primary associate. Both
Marcus Helt and Jack Haake are familiar with the history of the Chapter 11 Cases and are integral
to concluding the Debtors’ restructuring objectives. In addition, McDermott has substantial
experience and expertise in chapter 11 cases involving business entities and cases of all sizes,
complexity, and scope. McDermott has represented debtors, creditors, trustees, purchasers, and
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Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 5 of 14 other parties in interest before courts in numerous jurisdictions throughout the country.3
11. For these reasons, the Debtors believe that McDermott possesses the requisite
expertise to serve as general bankruptcy counsel in the Chapter 11 Cases and can do so in an
efficient and cost-effective manner.
12. Moreover, Marcus Helt and Jack Haake are familiar with the Debtors’ businesses
and many of the potential legal issues that may arise in the Chapter 11 Cases. Accordingly, the
Debtors believe that McDermott is both well-qualified and uniquely able to represent the Debtors
in the Chapter 11 Cases in an efficient and timely manner.
Services to be Provided
13. The Debtors seek to have McDermott replace Foley as the Debtors’ general
bankruptcy counsel. This representation will not be duplicative of services provided by any other
professional, because Foley will continue to serve as transactional counsel to the Debtors on an as-
needed basis for discreet transactional services when requested by the Debtors’ Chief
Restructuring Officer.
14. McDermott’s employment is necessary to assist the Debtors in executing their
duties as debtors in possession and implementing the reorganization of their financial affairs.
Subject to order of this Court, the professional services that McDermott may render to the Debtors
as their general bankruptcy counsel during the Chapter 11 Cases, as the Debtors may request from
time to time, include, without limitation:
3 For example, McDermott, or attorneys employed by McDermott, have been actively involved in major chapter 11 cases and have represented debtors in many cases, including, among others: In re Quorum Health Corporation, No. 20-10766 (KBO) (Bankr.D. Del. Apr. 7, 2020); In re Agera Energy LLC, No. 19-23802 (RDD) (Bankr. S.D.N.Y. Oct. 4, 2019); In re Furie Operating Alaska, LLC, No. 19-11781 (LSS) (Bankr. D. Del. Aug. 9, 2019); In re SportCo Holdings, Inc., No. 19-11299 (LSS) (Bankr. D. Del. June 10, 2019); In re Trident Holding Co., LLC, No. 19-10384 (SHL) (Bankr. S.D.N.Y. Feb. 10, 2019); In re Ameriforge Grp. Inc., No. 17-32660 (DRJ) (Bankr. S.D. Tex. Apr. 30, 2017); In re Avaya Inc., No. 17-10089 (SMB) (Bankr.S.D.N.Y. Jan. 19, 2017); In re Atlas Resource Partners, L.P., No. 16-12149 (SHL) (Bankr.S.D.N.Y. July 27, 2016); In re Dex Media, Inc., No. 16- 11200 ) (KG) (Bankr. D. Del. May 16, 2016); In re Millennium Lab Holdings II, LLC, No. 15-12284 (LSS) (Bankr. D. Del. Nov. 10, 2015); and In re LCI Holding Co., Inc., No. 12-13319 (KG) (Bankr. D. Del. Dec. 11, 2012). 4 DM_US 179657438-4.T16249.0010
Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 6 of 14 a. giving advice to the Debtors with respect to the Debtors’ powers and duties as debtor in possession in the continued operation of the Debtors’ business, including the negotiation and finalization of any financing agreements;
b. assisting in identification of assets and liabilities of the Estates;
c. assisting the Debtors in formulating a plan of reorganization or liquidation and to take necessary legal steps in order to confirm such plan, including the preparation and filing of a disclosure statement relating thereto;
d. preparing and filing on behalf of the Debtors, all necessary applications, motions, orders, reports, adversary proceedings and other pleadings and documents;
e. appearing in Court and to protect the interests of the Debtors before the Court;
f. analyzing claims and competing property interests, and negotiating with creditors and parties-in-interest on behalf of the Debtors;
g. advising the Debtors in connection with any potential sale of assets; and
h. performing all other legal services for the Debtors that may be necessary in these proceedings.
15. After due consideration and deliberation, the Debtors have concluded that their
interests and the interests of their bankruptcy estates and creditors will be best served by the
retention of McDermott, as counsel to the Debtors, to render such legal services as are necessary
and appropriate in connection with the matters set forth above and to render such additional legal
services as may be required from time to time during the pendency of these cases.
16. Subject to the Court’s approval of this Application, McDermott has indicated a
willingness to serve as the Debtors’ counsel and to perform the services described above.
Professional Compensation
17. McDermott intends to apply for compensation for professional services rendered
on an hourly basis and reimbursement of expenses incurred in connection with the Chapter 11
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Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures
and orders of the Court.
18. The rate structure provided by McDermott in these Cases will be lower than the
rates that McDermott charges for other similar types of representation. Though McDermott
operates in a national marketplace for legal services in which rates are driven by multiple factors
relating to the individual lawyer, his or her area of specialization, the firm’s expertise,
performance, and reputation, the nature of the work involved, and other factors, and routinely
charges at higher rates to reflect its and its lawyers’ specialized expertise, it agreed to this proposed
rate arrangement as a one-time accommodation to the Debtors so that Marcus Helt and Jack Haake
could continue to represent the Debtors even after their move from Foley to McDermott. To
maintain billing consistency, McDermott will bill at normal rates and reduce the amount billed to
the estates to reflect this one-time accommodation. McDermott reserves its rights to recover the
reduced amounts at the end of these Cases, given the results achieved.
i. After applying a discount that McDermott has agreed to provide in these Cases to
keep the billing rates in line with what the Debtors paid to Foley prior to May 4, 2021, the primary
McDermott professionals staffed on these Cases have hourly rates as follows:
Professional Rate4 Marcus A. Helt $915.00 Jack G. Haake $655.00 Shelby Taylor Perry $619.00 Cathy Miller Greer $342.00
ii. From time to time, as needed, McDermott may staff other professionals on matters
related to these Cases. The range of hourly rates of those professionals is set forth below.
4 These rates reflect a discount of 23.7% for Marcus Helt, 30.7% for Jack Haake, 24.9% for Shelby Taylor and 24.8% for Cathy Greer. 6 DM_US 179657438-4.T16249.0010
Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 8 of 14 McDermott will provide a discount of approximately 25% from the rates of each additional
timekeeper staffed on this matter.
Billing Category Range Partners $1,050.00 – $2,200.00 Associates $645.00 – $1,065.00 Non-Lawyer Professionals $75.00 – $1,200.00
iii. McDermott’s hourly rates are set at a level designed to compensate McDermott
fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates
are subject to periodic adjustments to reflect economic and other conditions, although McDermott
will provide prior notice to the Debtors before any upward adjustments.
19. The rate structure provided by McDermott in these Chapter 11 Cases will be lower
than the rates that McDermott charges for other similar types of representation. The reason for this
discount is so that the Debtors continue to receive the expertise and experience of Marcus Helt and
Jack Haake. McDermott’s typical rate structure reflects that such restructuring and other complex
matters typically are national in scope and involve great complexity, high stakes, and severe time
pressures.
20. McDermott operates in a national marketplace for legal services in which rates are
driven by multiple factors relating to the individual lawyer, his or her area of specialization, the
firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.
21. In addition, McDermott intends to make a reasonable effort to comply with the U.S.
Trustee’s requests for information and additional disclosures as set forth in the Appendix B
Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013
(the “Revised UST Guidelines”), both in connection with this Application and the interim and final
fee applications to be filed by McDermott in these Chapter 11 Cases. 7 DM_US 179657438-4.T16249.0010
Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 9 of 14 22. It is McDermott’s policy to charge its clients in all areas of practice for identifiable,
non-overhead expenses incurred in connection with the client’s case that would not have been
incurred except for representation of that particular client. It is also McDermott’s policy to charge
its clients only the amount actually incurred by McDermott in connection with such items.
Examples of such expenses include postage, overnight mail, courier delivery, transportation,
computer-assisted legal research, photocopying, airfare, meals, and lodging. In addition,
McDermott professionals also may charge their overtime meals and overtime transportation to the
Debtors consistent with prepetition practices.
23. McDermott currently charges the Debtors $0.20 per page for standard duplication
in its offices in the United States. McDermott does not charge its clients for incoming facsimile
transmissions. McDermott has negotiated a discounted rate for Westlaw and Lexis Nexis
computer-assisted legal research.
Compensation Received by McDermott from the Debtors
24. McDermott has not received a retainer or payment for any services rendered, and
no services were rendered to the Debtors by McDermott in the ninety (90) days prior to the Petition
Date as set forth in the Helt Declaration.
25. Pursuant to Bankruptcy Rule 2016(b), McDermott 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 McDermott or (b) any
compensation another person or party has received or may receive.
26. As of the Petition Date, the Debtors did not owe McDermott any amounts for legal
services rendered before the Petition Date.
McDermott’s Disinterestedness
27. McDermott has undertaken a detailed database and electronic search to determine,
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Debtors and other parties in interest. In connection with its proposed retention by the Debtors in
these Chapter 11 Cases, McDermott conducted a search of its client database to determine whether
it had any relationships with any of the material parties-in-interest (the “Interested Parties”) in
these Chapter 11 Cases. To the extent that this review has indicated that McDermott represents or
has previously represented any of the Interested Parties in matters unrelated to this case, such
persons and entities are identified in the Helt Declaration.
28. To the best of the Debtors’ knowledge, information, and belief and as disclosed
herein and in the Helt Declaration, (a) McDermott is a “disinterested person” within the meaning
of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code,
and does not hold or represent an interest adverse to the Debtors’ estates and (b) McDermott has
no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed
in the Helt Declaration.
29. In view of the foregoing, the Debtors believe that McDermott is a “disinterested
person” within the meaning of the Bankruptcy Code section 101(14), as modified by Bankruptcy
Code section 1107(b).
30. McDermott will review its files periodically during the pendency of the 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, McDermott will use reasonable efforts to
identify such further developments and will promptly file a supplemental declaration, as required
by Bankruptcy Rule 2014(a).
Basis for Relief
31. Under section 327(a) of the Bankruptcy Code, a debtor in possession is authorized
to employ professional persons “that do not hold or represent an interest adverse to the estate, and
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[their] duties under this title.” 11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy Code
modifies sections 101(14) and 327(a) of the Bankruptcy Code in cases under chapter 11 of the
Bankruptcy Code, providing 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.” 11 U.S.C. § 1107(b).
32. As required by Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1,6 this
Application and the Helt Declaration set forth: (a) the specific facts showing the necessity for
McDermott’s employment; (b) the reasons for the Debtors’ selection of McDermott as their
restructuring counsel in connection with their chapter 11 cases; (c) the professional services to be
provided by McDermott; (d) the arrangement between the Debtors and McDermott with respect to
McDermott’s compensation (as well as the reasonableness thereof); and (e) to the best of the
Debtors’ knowledge, the extent of McDermott’s connections, if any, to certain parties in interest
in this matter.
Relief as of May 4, 2021 is Appropriate
33. In accordance with the Debtors’ request, McDermott has agreed to serve as counsel
5 Section 101(14) of the Bankruptcy Code defines the phrase “disinterested person” as: a person that – (A) is not a creditor, an equity security holder, or an insider; (B) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and (C) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason. 11 U.S.C. § 101 (14). 6 Bankruptcy Rule 2014(a) provides that an application seeking the employment of professional persons pursuant to section 327 of the Bankruptcy Code: (A) shall state the specific facts showing the necessity for the employment, the name of the person 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 person’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed by the office of the United States trustee. The application shall be accompanied by a verified statement of the person to be employed setting froth the person’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. 10 DM_US 179657438-4.T16249.0010
Case 3:20-bk-05438 Doc 513 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Main Document Page 12 of 14 to the Debtors with assurances that the Debtors would seek approval of McDermott’s employment
and retention, effective as of May 4, 2021, so that McDermott can be compensated for services
rendered prior to the approval of this Application. The Debtors believe that no party in interest will
be prejudiced by the granting of relief as of May 4, 2021, as proposed in this Application, because
McDermott has provided and continues to provide valuable services to the Debtors’ estates in the
interim period. Accordingly, the Debtors respectfully request entry of the Proposed Order
authorizing them to retain and employ McDermott, effective as of May 4, 2021.
Notice
34. No trustee, examiner or creditors’ committee has been appointed in these Chapter
11 Cases. The Debtors have provided notice of this Motion by the fastest and most cost-efficient
method, including hand delivery, facsimile, electronic mail, overnight delivery, and/or regular mail
(only if no faster means is available) upon: (a) the Debtors; (b) the Office of the U.S. Trustee; (c)
secured creditors, excluding taxing authorities with liens on Debtors’ property unless they are on
the Special Service List; (d) any Official Committee of Unsecured Creditors, if appointed; (e) if
no Official Committee of Unsecured Creditors, the holders of the 30 largest unsecured claims
against each of the Debtors, with at least 5 holders of each of the Debtors; (f) the Bond Trustee;
(g) counsel to the trustees under the Debtors’ prepetition revenue bonds; (h) the issuers of the
Debtors’ prepetition revenue bonds; (i) Foley; and (g) counsel, creditors and other interested
parties who file with the Court a written request for notice in this case or in related adversary
proceedings.
35. In light of the nature of the relief requested, the Debtors submit that no other or
further notice need be given.
No Prior Request
36. No prior request for the relief sought herein has been made to this or any other
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WHEREFORE, the Debtors respectfully request that the Court enter the Order, granting
the relief requested herein and such other relief as the Court deems appropriate under the
circumstances.
Seagrove, Florida
DATED: June 1, 2021 Respectfully submitted,
MTPC, LLC
/s/ Mark Andrews Mark Andrews Chief Restructuring Officer
The Proton Therapy Center, LLC
/s/ Mark Andrews Mark Andrews Chief Restructuring Officer
PCPT Hamlin, LLC
/s/ Mark Andrews Mark Andrews Chief Restructuring Officer
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Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION
) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered) 1
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MCDERMOTT WILL & EMERY LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF MAY 4, 2021
2 Upon the application (the “Application”) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the
Debtors to retain and employ McDermott Will & Emery LLP (collectively, “McDermott”) as their attorneys effective as of May 4, 2021, pursuant to sections 327(a) and 330 of title 11 of the United
States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), and Rule 2014-1 and 9013-1(f) of the Local Bankruptcy
Rules for the Middle District of Tennessee (the “Local Rules”); and the Court having reviewed the
Application, and the Declaration of Marcus Helt, a partner at McDermott (the “Helt Declaration”); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C.
1 The jointly administered Debtors’ respective case numbers in these Chapter 11 Cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 Capitalized terms used in this Application and not immediately defined have the meanings given to such terms elsewhere in this Application or the Helt Declaration, as applicable.
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§§ 157 and 1334; and the Court having found that the Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the
Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found based on the representations made in the Application and in the Helt Declaration that (a)
McDermott does not hold or represent an interest adverse to the Debtors’ estates and (b)
McDermott is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and the Court having found that the relief requested in the Application is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and the Court having found that the Debtors provided adequate and appropriate notice of the Application under the circumstances and that no other or further notice is required; and the Court having reviewed the Application and having heard statements in support of the
Application at a hearing held before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is GRANTED as set forth herein.
2. The Debtors are authorized to retain and employ McDermott as their general bankruptcy attorneys effective as of May 4, 2021.
3. Foley & Lardner LLP shall continue as transactional counsel to the Debtors on an as-needed basis for discreet transactional services when requested by the Debtors’ Chief
Restructuring Officer. Such representation may not be duplicative of McDermott’s representation of the Debtors.
4. The compensation and reimbursement of expenses of McDermott shall be sought
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upon, and paid only upon an order granting, an application pursuant to §§ 330 and 331 of the
Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, and any other procedures as may then be applicable, from time to time, and such procedures or guidelines as may be fixed by order of the Court or otherwise in force in the Chapter 11 Cases. McDermott intends to make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11
Cases Effective as of November 1, 2013, both in connection with the Application and the interim and final fee applications to be filed by McDermott in these Chapter 11 Cases.
5. Notwithstanding anything to the contrary contained herein, the relief granted in this
Order and any payment to be made hereunder, including (but not limited to) McDermott’s compensation, shall be subject to the terms of the Final Order (I) Authorizing the Debtor In
Possession Financing and Use of Cash Collateral; (II) Authorizing and Directing Compliance with
DIP Documents and Granting Liens and Adequate Protection; and (III) Granting Related Relief
[Docket No. 489] and the Final Order (I) Authorizing the Debtor to Use Cash Collateral; (II)
Granting Adequate Protection; and (III) Granting Related Relief (Docket No. 488] and any subsequent order of this Court authorizing the Debtors to use cash collateral or funds from debtor- in-possession financing (including with respect to any budgets governing or relating to such use)
(collectively, “Cash Collateral Orders” and each a “Cash Collateral Order”), and to the extent there is any inconsistency between the terms of this Order and a Cash Collateral Order, the terms of such
Cash Collateral Order shall govern.
6. At least ten days before implementing any increase in the rates of McDermott’s professionals providing services in this case, McDermott shall provide the United States Trustee and any official committee a supplemental affidavit providing justification for any such rate
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increases and stating whether the Debtors have agreed to them. All parties in interest retain the right to object to any rate increase on any grounds.
7. The Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.
8. To the extent the Application is inconsistent with this Order, the terms of this Order shall govern.
9. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.
This Order Was Signed and Entered Electronically as Indicated at the Top of the First Page.
PREPARED AND APPROVED FOR ENTRY
WALLER LANSDEN DORTCH & DAVIS, LLP
/s/ David E. Lemke David E. Lemke (Tenn. Bar No. 013586) Tyler N. Layne (Tenn. Bar No. 033401) 511 Union Street, Suite 2700 Nashville, Texas 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: [email protected] [email protected]
MCDERMOTT WILL & EMERY LLP
/s/ Marcus A. Helt Marcus A. Helt (admitted pro hac vice) Jack G. Haake (admitted pro hac vice) 2501 North Harwood Street, Suite 1900 Dallas, Texas 75201 Tel: (214) 210-2801 Fax: (972) 528-5765 Email: [email protected] [email protected]
Proposed Counsel for the Debtors and Debtors in Possession
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EXHIBIT B
Helt Declaration
DM_US 179657438-4.T16249.0010
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NASHVILLE DIVISION
) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered)1
DECLARATION OF MARCUS A. HELT PURSUANT TO BANKRUPTCY RULE 2014(A)
Pursuant to the provisions of 11 U.S.C. § 327 and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”), Marcus A. Helt, declares:
1. I am a partner of McDermott Will & Emery LLP (“McDermott”), and an attorney admitted to practice law in the State of Texas and admitted pro hac vice in the above-captioned matter. This declaration is submitted in support of the Application for Entry of an Order
Authorizing the Retention and Employment of McDermott Will & Emery LLP as Attorneys for the
Debtors and Debtors-in-Possession Effective as of May 4, 2021 (the “Application”), filed by
MTPC, LLC (“MTPC”), together with its affiliates identified herein, as debtors and debtors-in- possession (collectively, the “Debtors”). Except as otherwise indicated, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto.2
1 The jointly administered Debtors’ respective case numbers in these Chapter 11 cases (the “Cases”) include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk- 05439; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 Certain disclosures set forth herein relate to matters within the knowledge of other attorneys at McDermott and are based on information provided by them.
DM_US 180207341-2.T19803.0010 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 2 of 60 Helt Declaration in Support of MWE Application Case No. 20-05438 A. Qualification of Professionals
2. McDermott maintains an office at 2501 North Harwood Street, Suite 1900, Dallas,
Texas 75201, and maintains other offices across the United States, including (without limitation)
Atlanta, Boston, Chicago, Dallas, Houston, Los Angeles, Miami, New York, Orange County, San
Francisco, Silicon Valley, Washington, D.C., and Wilmington.
3. In addition to its restructuring practice, McDermott is a full-service law firm with active real estate, intellectual property, financing, corporate, tax, and litigation practices.
McDermott appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment bankers, some of which now or may in the future represent claimants or parties-in-interest in these Cases. McDermott has not and will not represent any such entities in these Cases nor have any relationship with any such attorneys, accountants, financial consultants, and investment bankers that would be adverse to the Debtors or their estates (individually, an “Estate” and, collectively, the “Estates”).
4. McDermott possesses the requisite experience and expertise to serve as the
Debtors’ general bankruptcy counsel. McDermott has substantial experience and expertise in chapter 11 cases involving business entities and cases of all sizes, complexity, and scope.
McDermott has represented debtors, creditors, trustees, purchasers, and other parties in interest before courts in numerous jurisdictions throughout the country.
5. Jack Haake and I have extensive experience with the Debtors and the Cases, because of our history with Foley. As a result, McDermott is now familiar with the Debtors’ financial affairs and the circumstances surrounding the Cases.
B. Services to be Provided by McDermott
6. The employment of McDermott is necessary to assist the Debtors in executing
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Debtors’ financial affairs by providing a continuity of my services. Subject to further order of this
Court, the professional services that McDermott may render to the Debtors as their general bankruptcy counsel, as the Debtors may request from time to time, include, without limitation:
(a) Giving advice to the Debtors with respect to the Debtors’ powers and duties as debtors-in-possession in the continued operation of the Debtors’ business, including the negotiation and finalization of any financing agreements;
(b) Assisting in identification of assets and liabilities of the Estates;
(c) Assisting the Debtors in formulating a plan of reorganization or liquidation and to take necessary legal steps to confirm such plan, including the preparation and filing of a disclosure statement relating thereto;
(d) Preparing and filing on behalf of the Debtors, all necessary applications, motions, orders, reports, adversary proceedings and other pleadings and documents;
(e) Appearing in Court and to protect the interests of the Debtors before the Court;
(f) Analyzing claims and competing property interests, and negotiating with creditors and parties-in-interest on behalf of the Debtors;
(g) Advising the Debtors in connection with any potential sale of assets; and
(h) Performing all other legal services for the Debtors that may be necessary in these proceedings.
7. Subject to the Court’s approval of this Application, McDermott has indicated a willingness to serve as the Debtors’ counsel and to perform the services described above.
C. Professional Compensation
8. The Debtors seek to engage McDermott in connection with the Debtors’ efforts to restructure their financial affairs. The Debtors will pay McDermott for post-bankruptcy fees and
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9. McDermott will be paid by the Debtors for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these 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.
As set forth below, McDermott has agreed to provide a discount to the Debtors. Other than the agreed discount, the hourly rates and corresponding rate structure McDermott will use in the
Chapter 11 Cases are substantially the same as the hourly rates and corresponding rate structure that McDermott charges for other similar types of representation and are not significantly different from the rates that other comparable counsel would charge to do work substantially similar to the work McDermott will perform in these Chapter 11 Cases. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great complexity, high stakes, and severe time pressures.
10. McDermott operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.
11. The primary McDermott professionals staffed on these Cases have hourly rates as follows:
Professional Rate3 Marcus A. Helt $915.00 Jack G. Haake $655.00 Shelby T. Perry $619.00 Cathy M. Greer $342.00
3 McDermott has agreed to discount rates for Marcus Helt and Jack Haake to match their respective last billing rates while at Foley.
DM_US 180207341-2.T19803.0010 PAGE 4 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 5 of 60 Helt Declaration in Support of MWE Application Case No. 20-05438 12. As needed, McDermott may staff other professionals on matters related to these
Cases. The hourly rates for matters related to the Cases range as follows:
Billing Category Range Partners $1,050.00 – $2,200.00 Associates $645.00 – $1,065.00 Non-Lawyer Professionals $75.00 – $1,200.00
13. McDermott’s hourly rates are set at a level designed to compensate McDermott fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions, although McDermott will provide prior notice to the Debtors before any upward adjustments.
14. It is McDermott’s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client’s case that would not have been incurred except for representation of that particular client. It is also McDermott’s policy to charge its clients only the amount actually incurred by McDermott in connection with such items.
Examples of such expenses include postage, overnight mail, courier delivery, transportation, computer-assisted legal research, photocopying, airfare, meals, and lodging. In addition,
McDermott professionals also may charge their overtime meals and overtime transportation to the
Debtors consistent with prepetition practices.
15. McDermott currently charges the Debtors $0.20 per page for standard duplication in its offices in the United States. McDermott does not charge its clients for incoming facsimile transmissions. McDermott has negotiated a discounted rate for Westlaw and Lexis Nexis computer-assisted legal research.
16. McDermott has agreed to accept as compensation such sums as may be allowed by the Court on the basis of the professional time spent, the rates charged for such services, the
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17. Neither I, nor McDermott, nor any partner or associate thereof has received or been promised any compensation for legal services rendered or to be rendered in any capacity in connection with the Debtors’ Cases other than as permitted by the Bankruptcy Code.
D. General Disclosures
18. McDermott is required to disclose to this Court any and all connections with the
Debtors, their creditors, and other parties-in-interest (collectively, the “Interested Parties”). At the outset, McDermott believes the following general disclosures are appropriate:
(a) As part of McDermott’s corporate restructuring and bankruptcy practice, McDermott represents agent banks, bank groups, shareholder groups, bondholder groups, and creditors’ committees in connection with restructuring, bankruptcy, and corporate matters. In that practice, McDermott may have represented, may currently or in the future represent, or be deemed adverse to, creditors or Interested Parties in these Cases in addition to those specifically disclosed herein in context of such representations in matters unrelated to these Cases. McDermott believes that its representation of such creditors or other parties in such other matters has not and will not affect its representation of the Debtors in these Cases.
(b) In addition to its creditors’ rights practice, McDermott is a full-service law firm with active real estate, intellectual property, financing, corporate, tax and litigation practices. McDermott appears in cases, proceedings and transactions involving many different attorneys, accountants, financial consultants, and investment bankers, some of which now or may in the future represent claimants or Interested Parties in these Cases. McDermott has not and will not represent any such entities in these Cases nor have any relationship with any such attorneys, accountants, financial consultants, and investment bankers that would be adverse to the Debtors or the Estates.
DM_US 180207341-2.T19803.0010 PAGE 6 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 7 of 60 Helt Declaration in Support of MWE Application Case No. 20-05438 19. McDermott and certain of its partners, counsel, and associates have in the past represented, may currently represent, and likely in the future will represent, parties-in-interest of the Debtors in connection with matters unrelated (except as otherwise disclosed herein) to the
Debtors and these Cases. McDermott has conducted a search of its electronic client database to ascertain its connections with Interested Parties in these Cases and to ensure that it is in compliance with 11 U.S.C. §§ 101, et seq. (“Bankruptcy Code”), the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), and the Local Bankruptcy Rules for the Middle District of Tennessee
(the “Local Rules”), regarding employment of professionals by debtors and debtors-in-possession under the Bankruptcy Code. McDermott collected this information using the following procedures:
(a) It prepared a comprehensive list of persons and entities most likely to result in McDermott having a material adverse interest to the Debtors should a connection to such persons and entities be discovered. Specifically, McDermott created a list comprised of (i) the Debtors; (ii) the Debtors’ officers, directors, and other potential insiders; (iii) the Debtors’ known secured creditors; and (iv) each of the Debtors’ forty (20) largest unsecured creditors on a consolidated basis (the “Retention Checklist”). The Retention Checklist is attached hereto as Schedule 1.
(b) Using the Retention Checklist and additional information identified by McDermott, it then assembled a list of the names of entities who may be Interested Parties.
(c) McDermott has compiled from its conflict clearance and billing records a master database of the names of the entities for which any attorney time charges have been billed (the “Client Database”). The Client Database includes, among other things, the names of current and former clients, the names of the parties who are or were adverse to such clients, and the names of the McDermott personnel who are responsible for current matters for such clients.
(d) McDermott requested reports from the Client Database for the Interested Parties in and reviewed these reports to identify whether the Interested Parties are clients or former clients of the firm. The attached Schedule 2 lists the parties
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(e) McDermott has reviewed the conflict reports for each party on Schedule 2 to determine that, to the best of its knowledge, it does not represent any of them in connection with the Debtors or the Cases.
20. McDermott has thus undertaken a detailed review of its files to determine its connections and to make the disclosures contained herein. However, due to the large number of potential parties-in-interest of the Debtors (potentially thousands of creditors, employees, and vendors), McDermott is currently unable to completely and accurately reflect every possible connection between McDermott and the Debtors, their creditors and other parties-in-interest. In addition, McDermott has over 1100 attorneys located in over twenty (20) different offices and additional connections unknown to me may exist. McDermott is continuing its review of its files and, if any additional connections are discovered, I will supplement this Declaration to disclose any additional connections not disclosed.
21. Insofar as I have been able to ascertain, neither McDermott, any partner, counsel, associate or professional of McDermott nor I has any current connection with the Debtors or any of their creditors, parties-in-interest, the United States Trustee, or the respective attorneys or accountants of the foregoing, except as set forth in this Declaration.
22. Neither McDermott, any partner, counsel, associate of the firm nor I – insofar as I
4 In Schedule 2, the term “current client” means a client to whom McDermott billed time in the last twelve (12) months before the Petition Date. The term “former client” means a client to whom McDermott billed time between twelve (12) and eighteen (18) months before the Petition Date, and the term “closed client” means a client to whom McDermott billed time in the thirty-six (36) months before the Petition Date, but the client representation is closed. As a general matter, McDermott discloses connections with former clients or closed clients for whom time was posted in the last thirty-six (36) months but does not disclose connections if time was billed more than 36 months before the Petition Date. The term “affiliated” means that this person is an officer, director, or other representative of a “current client.” The term “possible,” as used with a “current client” means that based on information known at present, McDermott is unable to determine whether a relationship exists between McDermott and the party listed.
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23. McDermott will not represent any person or entity in a transaction with the Debtors that may conflict with McDermott’s representation of the Debtors in these Cases.
E. Specific Disclosures
24. McDermott previously represented Provision Center in another matter that has since been closed and is unrelated to these bankruptcy cases. Additionally, Bryant Miller Olive,
P.A., and Schutts & Bowen LLP are fellow members of the Attorneys’ Liability Assurance Society
(“ALAS”). McDermott cannot act adversely to a fellow ALAS member. If an actual conflict arises,
McDermott will use conflict counsel. Furthermore, UMB Bank, N.A. is a current client of
McDermott. Finally, a McDermott partner is on LogMeIn’s board of advisors. I do not believe that these connections will have any impact or influence whatsoever on McDermott’s duties and responsibilities on behalf of the Debtors in these Cases or would cause McDermott not to be a disinterested person as defined in the Bankruptcy Code.
25. As specifically set forth above and in the attached Schedules, Marcus Helt and Jack
Haake represented the Debtors prepetition, and now they are a partner in or employee of
McDermott, respectively. McDermott represents or has connections with certain of the Debtors’ creditors, or other parties-in-interest in ongoing matters unrelated to the Debtors and these Cases.
No representation described herein is materially adverse to the interests of the Estates or any class of creditors or thereof. Moreover, pursuant to § 327(c) of the Bankruptcy Code, McDermott is not
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However, in the abundance of caution, and subject to Court approval, McDermott will obtain conflicts counsel when needed to represent the Debtors in all matters in which (a) McDermott has a conflict in its representation of the Debtors in these Cases and (b) such conflicts have not been waived.
26. As disclosed in Schedule 2, prior to May 4, 2021, McDermott has certain connections with other professionals employed by the Debtors or that will or may be adverse to the Debtors in these Cases. As a full-service law firm, McDermott may be involved in matters adverse or aligned with various professionals that will be involved in these Cases. These past and present discrete and unrelated connections will have no impact or influence whatever on
McDermott’s duties and responsibilities on behalf of the Debtors in these Cases. Moreover, the
Debtors will retain independent counsel to address any issues that may arise with the Debtors, on the one hand, and certain other McDermott clients, on the other hand. If a dispute develops between the Debtors and any current client, then McDermott will not be involved in said dispute, unless the
Debtors and the current client waive such a conflict or consent to McDermott’s involvement.
27. As disclosed in Schedule 2, McDermott currently represents and formerly has represented certain creditors of the Debtors or entities associated with said creditors. All such representations have been in matters unrelated to the Debtors and these Cases. These past and present discrete and unrelated representations will have no impact or influence whatsoever on
McDermott’s duties and responsibilities on behalf of the Debtors in these Cases. Further, no party listed on Schedule 2 paid McDermott fees that represent more than 1% of total fees received by
McDermott by all clients in the past year. Therefore, I do not believe that McDermott’s current
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McDermott to commence/file a cause of action against a number of the entities listed on Schedule
2. Therefore, if any such entity objects to McDermott’s request in the Application to commence/file an action against that entity, the Debtors will either (a) seek permission from this
Court to proceed against that entity or (b) look to obtain conflicts counsel.
F. Other Connections
28. I have practiced restructuring law since 2000. Since 2000, I have had many cases with other restructuring / financial professionals throughout the country. Some of those professionals, who I consider friends, have connections to these Cases. However, none of these connections will adversely affect my disinterestedness or representation of the Debtors in these
Cases.
G. Compensation Received by McDermott from the Debtors
29. To the best of my knowledge, McDermott did not provide services to the Debtors or receive any compensation from the Debtors prior to the Petition Date.
30. Pursuant to Bankruptcy Rule 2016(b), McDermott has not 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 McDermott or (b) any compensation another person or party has received or may receive.
H. Attorney Statement Pursuant to Revised UST Guidelines
31. McDermott shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these Cases in compliance with sections
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Rules, and any other applicable procedures and orders of the Court. McDermott also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases
Effective As of November 1, 2013 (the “Revised UST Guidelines”), both in connection with this application and the interim and final fee applications to be filed by McDermott in these Cases.
32. McDermott provides the following response to the request for information set forth in Paragraph D.1. of the Revised UST Guidelines.
Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: The billing arrangements for this engagement are set forth herein. McDermott has agreed to a discounted rate as set forth above. The rate structure provided by McDermott is appropriate and, other than the discount McDermott has agreed to provide the Debtors, is not significantly or substantially different from (a) the rates that McDermott charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals.
Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No.
Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: McDermott did not represent the client in the 12 months prior to the Petition Date.
DM_US 180207341-2.T19803.0010 PAGE 12 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 13 of 60 Helt Declaration in Support of MWE Application Case No. 20-05438 Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Yes, the approved prospective budget is included in the “cash-collateral” and debtor-in-possession financing motions and related orders.
I. Conclusion
33. I have read and I am generally familiar with (a) the Bankruptcy Reform Act of 1978
(11 U.S.C. §101 et seq.); (b) the Federal Rules of Bankruptcy Procedure; and (c) the Local Rules of the United States Bankruptcy Court for the Middle District of Tennessee.
34. The undersigned is competent to represent the interests of the Debtors herein.
35. I have read the Application accompanying this Declaration for an order approving the retention of McDermott, as attorneys, and, to the best of my knowledge, information and belief, the contents of said Application are true and correct.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief.
Respectfully Submitted,
Dated: June 1 , 2021 /s/ Marcus A. Helt Marcus A. Helt, Esq.
DM_US 180207341-2.T19803.0010 PAGE 13 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 14 of 60 SCHEDULE 1
List of Schedules
Schedule Category
1(a) 5% Equity Holders
1(b) Current Directors & Officers
1(c) Bankruptcy Judges and U.S. Trustee Personnel
1(d) Additional Professionals
1(e) Banks
1(f) Lenders, Bondholders and Related Parties
1(g) Utilities
1(h) Vendors
1(i) Customers
1(j) Government Regulatory Authorities
1(k) Taxing Authorities
1(l) Debtor Affiliates
1(m) Other Significant Parties
1(n) Top 20 Unsecured Creditors
1(o) Insurance
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 15 of 60 SCHEDULE 1(a)
5% Equity Holders
MTPC, LLC d/b/a Provision CARES Proton Therapy, Nashville
Owners Ownership Percentage
Provision Trust, Inc. 48.0%
Provision CARES Foundation 26.0%
Issachar Fund 26.0%
Total 100%
The Proton Therapy Canter, LLC d/b/a Provision CARES Proton Therapy, Knoxville
Owners Ownership Percentage
Provision Trust, Inc. 82.50%
Issachar Fund 8.50%
Provision Foundation, Inc. 7.0%
Provision CARES Foundation 2.0%
Total 100%
PCPT Hamlin, LLC d/b/a Provision CARES Proton Therapy, Orlando
Owner Ownership Percentage
Provision Trust, Inc. 100.0%
Total 100%
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 16 of 60 SCHEDULE 1(b)
Current Directors & Officers
Terry Douglass Mary Lou DuBois Tracy Dobbs James Blankemeyer Daryl Heald Scott Hamilton Jeffrey Patton Robert Ratze Michael Crabtree Charles Aiken Robert Vincill Scott Boyd Allen Meek Anne Swartz
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 17 of 60 SCHEDULE 1(c)
Bankruptcy Judges and U.S. Trustee Personnel
Anderson Whitman, Terri
Greer Reid, Angela
Harrison, Marian F.
Johnson, Leah
Mashburn, Randal S.
McLean, Susan
Poole, Paul
Randolph, Cheryl
Randolph, Paul A.
Walker, Charles M.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 18 of 60 SCHEDULE 1(d)
Additional Professionals
Attorneys
1. Egerton, McAfee, Armistead & Davis 2. Woolf, McClane, Bright, Allen & Carpenter 3. Bass, Berry & Sims 4. Kennerly, Montgomery & Finley 5. Hagood Moody Hodge 6. Pitts & Lake 7. SA Legal Advisors 8. Lathrop Gage 9. Foley & Lardner 10. Schiff Hardin 11. Hogan Lovells 12. Chapoton Sanders Scarborough 13. Lexence 14. Penningtons Manches 15. Waller Landsden Dortech & Davis, LLP 16. Greenberg Traurig LLP 17. Dykema Gossett
Accountants
1. Pershing Yoakley & Associates (PYA) 2. Elliott Davis 3. Lattimore Black Morgan & Cain (LBMC) 4. Crowe Horwath 5. Dixon Hughes
Financial Advisors
1. Capstone Headwaters LLC 2. Morgan Stanley 3. Rothschild 4. BB&T (underwriter for Nashville proton center) 5. Deutsche Bank (underwriter for Knoxville proton center) 6. Trinity River Advisors
Claims Agent
1. Stretto, the trade name of Bankruptcy Management Solutions, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 19 of 60 SCHEDULE 1(e)
Banks
ServisFirst Bank
Mountain Commerce Bank
Pinnacle Bank
Fifth Third Bank
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 20 of 60 SCHEDULE 1(f)
Lenders, Bondholders, and Related Parties
Nuveen Securities, LLC UMB Bank, N.A. U.S. Bank N.A. The Health and Educational Facilities Board of the City of Franklin The Health, Educational and Housing Facility Board of the Country of Knox Capital Trust Agency TOPI, LLC Tennessee Oncology, PLLC
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 21 of 60 SCHEDULE 1(g)
Utilities Comcast Holdings Corporation AT&T KUB H-O-H Water Technology Inc. Waste Management of TN Middle Tennessee Electric Membership Atmos Pipeline – Texas City of Franklin PHP PHP Pinnacle Credit Card - Reimburse - DOXY.ME TELEMEDICINE PHP - Reimburse - Windstream Middle Tennessee Electric Membership Atmos Pipeline - Texas Milcrofton Utility District H-O-H Water Technology City of Franklin Waste Management of TN Comcast A-Z Office Resources Corporate Contracting Jewell Mechanical Southeastern Sound Century Fire Protection Nashville Machine Elevator Inc Solitude Lake Management Landscape Services Inc. PHP Pinnacle Credit Card - Reimburse - Premiere Global Service PHP Pinnacle Credit Card - Logmein KUB Michael Dunn Center Dowell Springs POA Perfection Group Gallaher & Associates Inc. Associated Fire Services AT&T Thyssenkrupp Elevator Service Greer, Briselden & Assoc. RJ Solutions Fish Window Cleaning
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 22 of 60 SCHEDULE 1(h)
Vendors
3Form LLC AARP/United Healthcare Accelerated Workflow Solutions Accent Access Medical, LLC Accident Fund Insurance ACT Security, Inc. ADP, LLC ADS Phoenix, Inc. Advanced Power & Lighting Inc AEL - Memphis Aetna Student Health Airgas USA, LLC Airgas Medical Services, Inc. Aktina Medical Albert F. G. Bedinger Consulting Engineers, P.C. Alertline Communications, LLC Allen Sign Company Allen & Company Inc. All Occasions Party Rentals All Occasion Catering AllState Benefits All-Tech Medical Bradsher & Bright, LLC ALSCO, Inc Altegra Health Operating Company American Funds American Express Collection American Express American Cancer Society American Dietetic Association Ameriphysics
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 23 of 60 American International Medical American Century Services, LLC American Society of Radiation Oncology American Registry, LLC American Cancer Society Cancer Action Network American College of Physicians American Esoteric Laboratories American Association of Medical Dosimetrists American Assoc. of Physicists in Medicine American City Business Journals dba Nashville Business Journal American City Business Journals, Inc. dba Orlando Business Journal Analogic Corporation AngioDynamics, Inc. Anzai Medical Co., Ltd. APG/East LLC dba The Daily Times APTA ARC Hospitality Portfolio | MCK TRS, LLC ARX Medical Ascents Oncology Services, LLC Ashland Specialty Ingredients G.P. Association of University Radiologists Associated Fire Services, LLC ASTRO Atmos Pipeline - Texas AT&T Audio Visual Communications Inc. Augmenix Inc A Video Company, Inc. A&W Compressor & Mechanical Service, Inc. A-Z Office Resource, Inc. B&R Drilling and Pump, LLC Backflow Specialty Co., Inc. Bacon & Company Baird & Wilson Sheetmetal, Inc. Barberitos Bass, Berry & Sims, PLC Batson, Himes, Norvell & Poe
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 24 of 60 Bayer HealthCare, LLC BB&T BlueCross BlueShield of TN BDY Environmental, LLC Bearden Banquet Hall Beekley Medical BellSouth Bio-Tech Consulting, Inc., BK Plumbing Inc. Blake & Pendleton, Inc. Blinds All Around BlueCross BlueShield of Tennessee BlueCross BlueShield of Tennessee Blue Ridge Spring Water Boston Scientific Corporation Braden Shielding Systems BrandVision Marketing Brandon's Inc. Bright House Networks Broadway Electric Service Corp. Brogdon Roofing, Inc. The Brown Bag Catering Bryant Miller Olive P.A. Buddy's bar-b-q, Inc. Building Systems Technology, Inc. Bureau of Radiation Control Business Graphics Services, Inc. Business Wire, Inc. C&C Millwright Maintenance Co., Inc. Cabinet Craft Solutions Calhoun's Banquets Campbell Tent & Party Rentals Cancer Support Community Cancer CarePoint, Inc. Capital Filing Service, Inc. Capital Trust Agency, Inc. Capstone Valuation Advisors, LLC
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 25 of 60 Cardinal Health Cardmember Services Card Services CareConnect Corp. CardConnect Carestream Health, Inc. Medical Management Professionals, Inc. CDR Systems, Inc. Celebrate Life Cancer Support Group Cemex, Inc. Center for Biomedical Research, LLC Century Fire Protection, LLC CES Corporation Challenge Family USA LLC Chancey & Reynolds, Inc. Change Healthcare Solutions, LLC Chick-fil-A Chipotle Mexican Grill Cigna Cigna Healthcare-Group 630422 Cintas Corporation No. 2 Cumulus Broadcasting, LLC-Knoxville Cumulus Broadcasting, LLC-Knoxville City of Knoxville City of Franklin City of Knoxville Cityview Magazine Inc. MEDTEC, Inc. CJS Communications Inc. Clancy Custom Woodworking LLC Claris Networks Clark Enterprises CMC Steel Fabricators, Inc. Quillen College of Medicine CNA Insurance CNA Surety CNMC Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 26 of 60 Coca-Cola Bottling Co. Code Solutions Group, LLC Coding Strategies Inc. Cole-Parmer Instrument Company Comcast Comcast Spotlight Comcast Holdings Corporation Commercial Lighting Commercial Environments, Inc. Community Action Committee Comprehensive Medical Solutions, Inc. Comptroller of the Treasury Compassion in Action Corporation Complete Physics Solutions, LLC Computerized Imaging Reference Systems comScore, Inc. Consolidated Electrical Distributors Inc Contractors Group Inc/dba CGI Electric Cook's Air Conditioning & Heating, Inc. Copper Cellar Corporation CopyTeck, Inc. Copy Solutions, Inc. Coral Industries, Inc. Trustmark Health Benefits Corporate Interiors, Inc. Corporate Contracting, LLC Covenant Health Cracker Barrel Old Country Store Inc Credit Suisse Securities USA, LLC Crossville Chronicle Crouch Florist Crowe Horwath LLP Crowe CRS Capstone Partners LLC CSC Investments LLC dba Panera Bread Culligan Cumulus Radio Corp
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 27 of 60 Customer Service Electric Supply, Inc. Dayton's Pest Control Services, Inc. Del-Air Mechanical Contractors, Inc. De Lage Landen Financial Services, Inc. Dell Computer Corporation Dell Financial Services LLC Delta Dental of Tennessee Digital Assurance Certification, LLC Direct Mail Services Discovery Benefits, Inc. Dix-Hite Plus Partners, Inc. Dixie Kitchen Distribution, Inc. Dixon Hughes Goodman, LLP DoctorsManagement Document Solutions, Inc. Document Solutions Dogwood Arts Festival, Inc. Doorway Services & Solutions, LLC DORMAKABA USA INC. Dowell Springs Property Owners' Assoc. Land-Scapes James A Oliver dba Draft Agency D.R.E., Inc. DSI Security Service, Inc. Duke Energy Florida, Inc. dba Duke Energy Dura-Stress, Inc. DXE Meical, Inc. DynaFire, LLC East Tennessee Diagnostic Center, LLC Provision Health Partners, LLC East Tennessee Heart Consultants Eastwood Landscaping Co. East Tennessee Coffee Service, LLC East Tennessee Community Open MRI East TN Children's Hospital East Tennessee Radiation Therapy, LLC East Tennessee State University
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 28 of 60 East Tennessee Children's Hospital Endocrinology East Tennessee Health Information Network Egerton, McAfee, Armistead, & Davis P.C. Einstein Bros Bagels Elekta, Inc. Elliott Davis, LLC/PLLC Endo Technologies, LLC Energy Control Consultants, Inc. Energy Systems Southeast LLC Esteem Broadcasting of Tennessee, Inc. Everything Knoxville Excelsior Physicians, PC Faculty Physicians Faith Lock & Safe, Inc. FamilyCare Specialists Fantasy of Trees Farragut West Knox Chamber of Commerce farragutpress Fast Signs FAST FRESH ITALIAN DBA FAZOLI'S FedEx Ferguson Enterprises, LLC #20 Fifth Third Bank First Clinical Network Fisher Scientific Company, LLC Fish Window Cleaning Fishback Dominick Fleenor Security Systems, FPS Inc. Florida Department of State F.M. George Safe & Lock Co. Foley & Lardner, LLP Foreign Language Academy David A. Forsberg Fort Sanders Regional Medical Center Franklin Water & Wastewater Dept Franklin Tomorrow, Inc. Fred Sisk, Knox County Trustee
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 29 of 60 Friedman's Appliances FYR-FYTER Sales & Service, Inc. Gallaher & Associates, Inc. Gamble Design Collaborative, LLC Gaylor Electric, Inc. GE Healthcare, Inc. GE Healthcare Service G.E. Medical Systems GE Precision Healthcare LLC Gilda's Club Middle Tennessee GlaxoSmithKline Good Housekeeping The Lunch Ladies Co Gourmet's Market, LLC GovConnection, Inc. Grainger Gran McAl Dosimetry, LLC Graybar Electric Gray Television - WVLT/EVLT Greater Nashville Hospitality Association GreenbergTraurig Greer, Briselden, & Associates Griffin Instruments Guardian-Ipco, Inc. Guardian Insurance HABIT/University of Tennessee Hamlin Property Owners Association, Inc. Ham N Goodys Hart Graphics The Hartford Health Educational Housing Facilities Board Healthcare Information & Management Systems Society Health Flights Solutions Henry Schein Henry Drilling LLC Hireright, LLC Hitachi Medical Systems Americ
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 30 of 60 HM Life Insurance Company H-O-H Water Technology, Inc. Holston Gases-Knoxville The Original Honey Baked Ham Co of Georgia, Inc. Horn of Plenty Horne Radio, LLC Humana Health Care Plans IBA Proton Therapy, Inc. IBA Dosimetry I.C. Thomasson Assocates, Inc. Industrial Development Board of the County of Knox Infection Control Consutling Services, LLC Inhealth Systems & Services Innovative Pathology Services, PLLC Innovative Oncology Solutions, Inc. Jacob's Restaurant & Grill Volunteer Management LLC Jenkins & Stiles, LLC Jerry's Artarama of Knoxville Jewell Mechanical, LLC Johnson Controls Inc. John Bouchard & Sons Co. Journal Broadcast Group Nashville K & S Associates, Inc. Knoxville Medical Group Management Assoc. Kelly, Collins & Gentry, Inc. Kiwanis Foundation of Tellico Village, Inc. Klarity Medical Products, LLC Knology, Inc. Knoxville News Sentinel Knox County Trustee Knox Filters, Inc. Knox County Clerk Knoxville Comprehensive Breast Center Knoxville Blue Print & Supply Co., Inc. Knoxville Chamber Knox County Register of Deeds
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 31 of 60 Knoxville-Knox Co Community Action Committee (CAC) Knoxville Tourist Bureau Knoxville News Sentinel Charities, Inc. Knoxville Academy of Medicine Knox County Department of Air Quality Management K&N Physics Consulting KNS Media Group The Knoxville Affiliate of the Susan G. Komen Breast Cancer Foun Kramer Rayson LLP KUB L & W Supply Corporation Lake Apopka Natural Gas District LAMAR The Lamar Companies Landauer, Inc. Landscape Services, Inc. Language Scientific, Inc. LAP of America Laser Applications, L.L.C. Lawler-Wood, LLC LeConte Radiology Legion Healthcare Partners, LLC Lellyett & Rogers Company Lenny's Sub Shop LESCO Lifestyle Publications, LLC Lightology.com Lighting Supply Company Lighting Surplus Lincoln Financial Group Lincoln National Life Ins. Co. LIN Digital, LLC Linen Company Inc. Loudon County Publishers, LLC Ludlum Measurements, Inc. Lunchbox Market and Cafe M3 Technology Group, Inc. Mag Pies
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 32 of 60 MagResource LLC Mail Stop Document Services Manpower US Inc. Marco's Pizza Robert J. Marckini Maryville Kiwanis Foundation Mayer Electric Supply Company Inc McCann, Hubbard & Solomon McCall Visual Concepts dba Fastsigns of Franklin McGaha Electric Company, Inc. McKesson Specialty Distr. McKesson Medical-Surgical, Inc. McMillan Roofing & HVAC, LLC Measurable Solutions MedcoSupply.com Medical Maintenance Consultants, Inc. Medical Solutions medicalsuppliest.com Medical Maintenance Consultants, Inc. Medicare PartB/Cahaba Government Benefit Administrators, LLC Medical Solutions Medical Waste of America Medical Device Depot, Inc. Medical Testing Solutions, LLC Medline Industries, Inc. MedRad MedTest Dx, Inc. MEDX Incorporated Merit Construction MXR Imaging, Inc. Metropolitan Planning Commission Metropolitan - McGhee Tyson Metro Communications, LLC Metro Knoxville Airport Authority Metro Restaurant Group LLC dba Table 3 Restaurant and Market MBI Companies, Inc. Michael Dunn Center
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 33 of 60 Middle Tennessee Electric Membership Corp Midwest Communications, Inc. Milcrofton Utility District Misty Mountain Spring Water Co. Mountain States Health Alliance MTPC Multi-Media Solutions, Inc. Music City Center MyFaxCentral.com My Removable Stickers NAPT - National Assoc. for Proton Therapy NashvillePost.com Nashville Office Interiors Nashville Health Care Council Nashville Building Services, Inc. Nashville Area Chamber of Commerce Nashville Public Radio #23 Nashville Machine Elevator Co, Inc Nashville Highrise Window Cleaning Nashville Compressor, LLC Naslund Medical Inc. NEIL Studios Nelco Worldwide New England Journal of Medicine New Era Life Insurance Company Newk's Eatery Nixon's Deli nThrive, Inc. NURSEFirst Occupational Health OccuComp Occupational Health Systems, Inc. Ocelco Medical Supply Office Depot OfficeMax Office Furniture Outfitters Oldcastle Building Envelope, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 34 of 60 Oldcastle APG South , Inc. Olive Garden One Call Medical Staffing, Inc. ONECBI, LLC DBA CBI Orange Co Industrial Development Authority Orange County Division of Building Safety Orange County Utilities Dept. Orange County Tax Collector Orfit Industries America Otolaryngology Head & Neck Surgery Associates Overpayment Recover Receipts Det. 1213 Oxford University Press Panera Bread Company Papa Johns Particle Therapy Medical Group PLLC Passport Health Holdings LLC dba Community Health and Immunizati Patient Refunds / Insurance Refunds Pattersons Home Appliance Center Patterson TnWaste Haulling Pay.Gov Paylogix F/B/O Nationwide PCI Medical Inc. PCPT Hamlin LLC Pediatric Analgesia and Sedation Specialists, PLLC Pediatric Brain Tumor Foundation Peerless Ralph Pepe dba Pepe State Tax Consulting PerfectServe, Inc. Perfection Group, Inc. Perry's Restaurant Pershing Yoakley & Associates, P.C. Petro's Chili & Chips Catering Petty Cash Pharmatech Services Philadelphia Insurance Companies Pigeon Forge Chamber of Commerce Pitney Bowes, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 35 of 60 Pitts & Lake Platinum Oncology, PLLC Plum Tree Restaurant Power Systems, Inc. Precision Fire Protection, LLC Precision Weighing Balance Precision Nuclear, LLC Premier Radiation Oncology Services Premier Healthcare Solutions, Inc. Premier Medical, Inc. Press Ganey Associates, Inc. Print One, Inc. Print Edge Prince Technologies Print Distribution Service, LLc Printworks Principal Life Print One, Inc. Printworks USA, Inc dba Franklin's Printing PR Newswire Association LLC Pronova Solutions, LLC Provision Center for Proton Therapy Proton Therapy Consortia Proton Systems ADT Commercial LLC ProVision Healthcare, LLC ProVision Foundation ProVision Trust Provision Physical Therapy, LLC Provision CARES Foundation Provision Medical Group Provision Proton Centers Provision Solutions Provision Health Partners, LLC Provision Radiation Oncology Group Provision Proton Center at Hamlin, LLC PSS World Medical, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 36 of 60 Puleo's Grille Alcoa Purchase Power Pershing Yoakley & Associates, P.C. PYXL Qfix QuickPrint Quill.com QUIZNOS R & F Imaging Systems, Inc. Radiation Shielding, Inc. Radiation Detection Company Radiomed Corporation Radialogica, LLC RadiaDyne, LLC Radiation Products Design, Inc. Radiation Oncology Consulting, LLC Radiation Oncology Services Raycom Media, Inc. RaySearch Americas, Inc. Replicon Inc Return Solutions, Inc. Revenue Cycle Inc. RIVR Digitial LLC RJ Solutions Inc. Robert A. Tino Gallery, Inc. Rock City Mechanical Co., LLC Rogers Petroleum, Inc. Roman Catholic Diocese of Knoxville Ronald McDonald House Rosa's Catering Service, Inc. Rotary Club of Kingston Rotary Club of Knoxville Rothschild Inc. Rowe Transfer, Inc. Radiological Society of North America Russell Printing Options Russell's Pest Control
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 37 of 60 S & W Contracting Co., Inc. Salsaritas West Town Sam's Club Sarah Cannon Research Institute, LLC Scale, LLC Schindler Elevator Corporation Scripps Media, Inc. Season's Secure Payment Solutions, LLC Secure Exchange Solutions, Inc. Selective Insurance Company of America Seniors Resource Guide, LLC Servis1st Servpro of Rocky Hill, Sequoyah Hills, South Knoxville Servant Fire Protection LLC SFS, Inc. Shades Shields Electronics Supply, Inc. Shielding Construction Solutions, Inc. Shoffner Kalthoff Mechanical Electrical Svc, LLC ShoffnerKalthoff MES, Inc. Shopper-News Shred-It Shred-It USA, LLC Shutts & Bowen LLP Siemens Medical Solutions USA, Inc. Signcraft, Inc. David Cox dba Slab Jacker Construction SLF IV/Boyd Horizon West JV, LLC Smithers Medical Products, Inc. Smokey Mountain Tops, Inc. Solitude Lake Management, LLC Solstas Lab Partners Group, LLC Solvis, Inc. Source 1 Medical, Inc. Southwest Medical Sales Southern Living
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 38 of 60 Southeastern Sound, Inc. CMD Publishing LLC dba Southern Exposure Society for Radiation Oncology Administrators Staff Care, Inc. stamps.com Standard Imaging Inc. Staples Contract & Commercial, Inc. Star Vending, Inc. State of Tennessee State Volunteer Mutual Insurance Company State of Tennessee, Dept of Health State of Tennessee Stellar Sign and Design, LLC Stericycle Stinnett Printing Stinson LLP Stir Fry Cafe Stites & Harbison PLLC Stokes Electric Company Stowers Machinery Corp. Strategic Staffing Solutions, LLC Strickwood Communications Subway Sugarbakers SummitMedia LLC Sunbelt Rentals Sun Life and Health Insurance Company Sun Nuclear Corporation Superior Kitchens & Casework, Inc. Sweet P's BBQ Avertium Tennessee, Inc. TekLinks, Inc. dba C Spire Business Telcom Yellow Pages Tellico Village Lions Club Tellico Lake Rotary Foundation POMCO AARP/United HealthCare/Check Control
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 39 of 60 CHC of Georgia Greensboro Svc Ctr for United Healthcare Medicare Palmetto GBA, LLC Coventry Health Care Abercrombie Radiological Innovative Pathology Services, PLLC Crestpoint Health NALC Rural Carriers Benefits Molina Healthcare of Ohio Medico WPS Tricare Administration United Healthcare Service Neurosurgery & Spine Consultants TransChoice Advance ST JUDE UMR Farm Bureau Health Florida Blue HealthNet/Federal Services Manhattan Life Insurance Co. Neurosurgical Associates, P.C. University Radiology UHC Empire Plan Community Health Alliance St Lawrence-Lewis Insurance Aetna Senior Supplement Insurance Helmsman/Liberty Mutual Colonial Penn Life TRICARE for Life CAHABA TN Part B Financial Community Health Alliance PGBA, LLC BlueCross BlueShield of TN CIGNA Healthcare Overpayment Recovery Unit Blue Cross Blue Shield Golden Rule
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 40 of 60 Aetna NewStat, PLLC Tennessee Urology Associates Blue Care Palmetto GBA, LLC UnitedHealthcare Horizon BCBSNJ Amerigroup Tennessee, Inc. Blue Cross and Blue Shield of Alabama Tennessee Valley Internal Medicine, P.C. TRI, PA Cigna HealthSpring Aetna Murphy Medical Center Christian Care Ministry Medical Mutual/Ohio St Med Banker's Life Manhattan Life Insurance Aetna Aetna Tricare Refunds CSI Life Insurance Company Mutual of Omaha Payment Resolution Services NECA IBEW L145 Tricare North Golden Rule Insurance Co. HealthScope Benefits TN Part B Financial BlueCross BlueShield of LA Blue Cross Blue Advantage Cigna/Open Access Plus Mellon Central Region-CCOA Lockbox State of Tennessee/Bureau of TennCare United Health Care CIGNA-Johnson and Roundtree Premium, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 41 of 60 Tricare East Mail Handler's Benefit Program Cigna Loyal American Life Ins Co Physicians Mutual TN Valley Operating Engineers Health Fund Veterans Choice Program United Healthcare United Healthcare State of TN United Healthcare MC Adv StatCare Inpatient, LLC Humana Military Tricare East Amerigroup Health Care Plan State of Tennessee HealthSpring MC HMO United Health Care MC FT Sanders Reg. Med APWU Health Plan Covance, Incorporated Cigna HealthSprings MSC/Aetna Humana Aetna Tricare PGBA, LLC United Health Care Medicare Advantage AARP/United Group Recovery Stonebridge Life Insurance Company Anthem Blue Cross Blue Shield Central Region Revenue Recovery Corporation United Health Care Medicare Bankers Fidelity Life Insurance Company Railroad Medicare Medicare Part B - Finance & Accounting Cigna BCBS Federal Employee Program Tennessee Valley Public Power c/o Brentwood Services Administrat Polk County Clerk of Court Polk County Courthouse
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 42 of 60 United Health Care Medicare Aetna United HealthCare Fort Sanders Regional Medical Center GEHA US Dept of Labor DEEOIC Aetna Coventry Health Care Refunds Cahaba Alabama Part B Financial Anthem Blue Cross Blue Shield BCBS Health Care Services Corp Tennova Healthcare BMI Benefits American Continental Ins Co Southeast Workers Compensation Claim Center WPS TriWest VAPC3 United Health Care Community Health Alliance Cahaba Part B Cahaba Part B Maryland Unemployment Insurance Fund Cigna Family Life Insurance Co. Maryland Unemployment Insurance Fund eviCore United Health Care Community Plan CrestPoint Health Refunds Anthem Blue Cross MDIA, LLc POMCO State of Tennessee Bureau of TennCare, Floor 4 East POMCO Bankers Life and Casualty Loyal American Life Ins. Co. USAA Piedmont Community Health Care Aetna/Amercian Continental
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 43 of 60 United World Life Ins Co. Assured Life Association WEBTPA American Retirement Life Blue Cross Blue Shield of Michigan Tennessee Cancer Specialists, PLLC Tennova Healthcare Tennessee Chamber of Commerce and Industry Tennessee Medical Association Tennessee Hospitality Association TN Dept. of Commerce & Insurance Tennessee Secretary of State Tennessee Oncology, PLLC Tennessee Depart of Labor & Workforce Dev Terminix Processing Center Terracon Consultants, Inc. TestAmerica Laboratories Inc The Confectionista's Kitchen The Kiwanis Club of Alcoa Foundation The Middle Tennessee Electric Membership Corporation Thermocopy The Tomato Head Thyssenkrupp Elevator Corp TN Business Partnership TN Cancer Specialists TN Child Support TN Dept of Finance & Administration TN Dept of Health TN Dept of State TN Dept of Labor & Workforce Development TN Dept of Revenue TN Dept of Commerce & Insurance TN Dept Env & Conservation Tennessee Department of Health Fiscal Services TN.gov TN Health Services and Development Agency TN Pension Administrators, LLC
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 44 of 60 TN Secretary of State TnWaste Trane U.S. Inc. TRANSolutions & Logistics, LLC Transeo Radiotherapy Solutions Travelers Treasurer, State of Tennessee Triad Sales and Service Tricare Finance South Region TTT Medical Equipment Repair Two Sisters Sandwiches Tyssenkrupp Elevator Corp. ULINE UMB Bank, N.A. Unisyn Medical Technologies United States Treasury United Elevator Services, LLC UnitedHealthcare United Printers of Knoxville United Rentals North America United Healthcare Services, Inc. United Testing & Balancing, Inc. University of Tennessee Medical Center The Universal Group The University of Texas MD Anderson Cancer Center UNUM Life Insurance Company of America UPS USA Managed Care Organization U.S. Bank U.S. Bank Equipment Finance U.S. Bank National Assoc U S Pest Protection, Inc. US Premium Finance USPS U.T. M.D. Anderson Cancer Center UUP Benefit Trust Fund Vanderbilt University/Financial Management
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 45 of 60 Verified Credentials, Inc. Vertiv Corporation Vision Tree Software, Inc. Vision Investments, LLC Visit Knoxville Vista Radiology Visual Communication Interpreting, Inc. Vital Records Holdings, LLC Volunteer Fire Extinguishers, Co. Von Gahlen Voya Financial Waste Management of Tenn Nextstar Broadcasting dba Wate Gannett Pacific Corp WCH Casualty Appalachian Broadcasting, LLC Sinclair Broadcast Group, Inc WDEF-TV, Inc. Webb's Refreshments, Inc. Wells Fargo Health Benefit Services Wellness Centers of America, LLC WePay West Coast Winsupply Co Wetlands Reserve, LLC Wheelchair.com White Realty William Faulkner and Associates, LLC Williamson County Trustee Willow Branch Landscaping, LLC Williamson, Inc. CMD Publishing LLC dba Williamson Herald Wilson Heating & Air Windstream Communication Windrow Phillips Group Window Butler Wipfli LLP Nexstar Broadcasting, Inc.
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 46 of 60 Nexstar Broadcasting, Inc. Wm. S. Trimble Company, Inc. Woman's Day Woolf,McClane,Bright,Allen&Carpenter,PLLC WORLDPAY LLC WRCB-TV WSMV Marble City TV LLC (WTNZ) WUOT Public Radio-91.9 fm WYK Associates, Inc. XPEDX - Knoxville ZDi Solutions, LLC Zeni Medical LLC Zoes Kitchen
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 47 of 60 SCHEDULE 1(i)
Customers
** All customers’ information is protected as confidential patient information under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Patient’s Privacy Protection Act, Tenn. Code Ann. § 68-11-1501, et. seq. (the “PPPA”).
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 48 of 60 SCHEDULE 1(j)
Government Regulatory Authorities
Centers for Medicare & Medicaid Services
State of Tennessee/Bureau of TennCare
Tennessee Attorney General
Florida Attorney General
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 49 of 60 SCHEDULE 1(k)
Taxing Authorities
Internal Revenue Services
Tennessee Department of Revenue
Orange County Tax Collector
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 50 of 60 SCHEDULE 1(l)
Debtor Affiliates
Provision Trust, Inc.
East Tennessee Radiation Therapy
PCPT Durham, LLC
PCPT Lenexa, LLC
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 51 of 60 SCHEDULE 1(m)
Other Significant Parties
Vision Investments, LLC
Provision Health Services
East Tennessee Community Open MRI
East Tennessee Diagnostic Center
Center for Biological Research
Provision Health and Wellness
Provision Radiopharmacy
Provision Physical Therapy
Provision Health Partners, LLC
Provision Image Leasing
Provision Asia Ltd.
Provision Asia (HK), Limited
Provision China, Ltd.
Provision Solutions
Provision Proton Centers
Provision Healthcare Shanghai, Co. Ltd.
Guian New District Provision Health Management and Consulting Co., Ltd.
ProNova Solutions, LLC
Provision Healthcare, LLC
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 52 of 60 SCHEDULE 1(n)
Top 20 Unsecured Creditors
Provision Healthcare, LLC RaySearch Americas, Inc. Elekta, Inc. Vision Tree Software, Inc. United Health Care Community Plan Gray Television – WVLT/EVLT United Healthcare Humana Platinum Oncology, PLLC Boston Scientific Corporation Transeo Radiotherapy Solutions Center for Biomedical Research LLC Cigna HealthSpring United Healthcare Medicare Advantage AngioDynamics, Inc. IBA Dosimetry America, Inc. Provision Proton Centers Gannett Pacific Corp. Sinclair Braodcast Group, Inc. Comcast Holdings Corp. Aetna GovConnection, Inc. Scripps Media, Inc. WSMV Astro Gilda’s Club Middle Tennessee James A Oliver DBA Draft Agency Naslund Medical Inc. Lifestyle Publications, LLC Corporate Contracting, LLC Henry Schein Landscape Services, Inc. QFix Colonial Penn Life U.T. M.D. Anderson Cancer Center HealthSpring MC HMO MedTec, Inc. Merit Construction OneCBI, LLC DBA CBI Mayer Electric Supply Company, Inc. Duke Energy Florida, Inc. DBA Duke Energy Oldcastle APG South, Inc. US Premium Finance
Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 53 of 60 Ferguson Enterprises, LLC #20 Stellar Sign and Design, LLC Consolidated Electrical Distributors Inc. Lake Apopka Natural Gas District Teklinks, Inc. DBA C Spire Business Energy Systems Southeast LLC GovConnection, Inc. Kelly, Collins & Gentry, Inc. CJS Communications Inc. Hamlin Property Owners Association, Inc. Terracon Consultants, Inc. MBI Companies, Inc. Dix-Hite Plus Partners, Inc. Dynafire, LLC
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Insurance and Health Plans
Aetna United Health Care Tricare East AARP/United Healthcare UMR United Health Care Medicare Bankers Fidelity Life Insurance Company Healthscope Benefits Mutual of Omaha Blue Care CIGNA Healthcare Overpayment Recovery Unit Cigna HealthSprings Humana Health Care Plans StateFarm Mutual Tricare North Cigna BlueCross BlueShield of TN Tricare Finance South Region AARP/United Group Recovery CSI Life Insurance Company Golden Rule Insurance Co. WPS TriWest VAPC3 Manhattan Life Insurance GE Healthcare, Inc. Medical Mutual/Ohio St Med Amerigroup Tennessee, Inc. Farm Bureau Health Horizon BCBSNJ WPS Tricare Administration HM Life Insurance Company Tricare Refunds HealthScope Benefits Bankers Fidelity Life Insurance Company TN Valley Operating Engineers Health Fund Banker's Life Physicians Mutual Veterans Choice Program TRICARE for Life
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SCHEDULE 2
NAME OF NAME OF ENTITY AND/OR ENTITIES AFFILIATE OF ENTITY, CURRENT FORMER CLOSED SEARCHED* THAT IS A MWE CLIENT CLIENT CLIENT CLIENT
BlueCross BlueShield Blue Cross Blue Shield of Tennessee X of Tennessee Cigna Cigna Corporation X
Cigna HealthSpring Healthspring, Inc. X
Horizon BCBSNJ Horizon Blue Cross Blue Shield of X
New Jersey
Humana Humana, Inc. X
StateFarm Mutual StateFarm – USAA X
StateFarm Mutual State Farm Mutual Automobile X
Insurance
U.S. Bank U.S. Bank, N.A. X
UMB Bank, N.A. UMB Bank, N.A. X
Unum Life Insurance Unum Life Insurance Company of X Company of America America Voya Financial Voya Financial, Inc. X
Aetna Aetna Inc. X
American Retirement Retirement Life Insurance Company X Life Amerigroup Tennessee, X Amerigroup Tennessee, Inc. Inc. Anthem Blue Cross Anthem Blue Cross Life and Health X Blue Shield Insurance Company Bankers Fidelity Life Bankers Fidelity Life Insurance X Insurance BCBS Health Care Blue Cross Blue Shield Health Care X Services Corp Service Corporation
Blue Cross Blue Shield Blue Cross BlueShield Association X
Blue Cross and Blue Cross and BlueShield of X BlueShield of Louisiana Louisiana Cigna HealthSpring Healthspring Inc. X
DM_US 180207341-2.T19803.0010 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 56 of 60 Continuation of Section A-3 NAME OF NAME OF ENTITY AND/OR ENTITIES AFFILIATE OF ENTITY, CURRENT FORMER CLOSED SEARCHED* THAT IS A MWE CLIENT CLIENT CLIENT CLIENT
Cigna Loyal American Loyal American Life Insurance X Life Insurance Co Company
eviCore Cigna Corporation X
Florida Blue Blue Cross and Blue Shield of Florida, X Inc., d/b/a Florida Blue
Helmsman/Liberty Liberty Mutual Insurance X Mutual Horizon BCBSNJ Horizon Blue Cross Blue Shield of X
New Jersey
Humana Humana, Inc. X
Mellon Bank of New York Mellon X Corporation
Mellon Bank of New York Mellon, London X Branch
Neurosurgical Neurosurgical Associates, P.C. X Associates, P.C. St Jude St. Jude Medical X
St Jude St. Jude Children's Research Hospital X
Travelers Travelers Management Limited X
USAA United Services Automobile X Association
USAA USAA Life Insurance Company X
USAA State Farm - USAA X
WPS Tricare WPS Health Solutions X Administration Cardinal Health Cardinal Health, Inc. (New) X
Change Healthcare Change Healthcare X Solutions, LLC Chick-fil-A Chick-fil-A, Inc. X
Chipotle Mexican Grill Chipotle Mexican Grill, Inc. X
Cigna Cigna Corporation X
CNA Insurance X CNA Insurance Company Limited
DM_US 180207341-2.T19803.0010 PAGE 2 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 57 of 60 Continuation of Section A-3 NAME OF NAME OF ENTITY AND/OR ENTITIES AFFILIATE OF ENTITY, CURRENT FORMER CLOSED SEARCHED* THAT IS A MWE CLIENT CLIENT CLIENT CLIENT
Coca-Cola Bottling Co. Coca-Cola Company X
Covenant Health Covenant Health X
Credit Suisse Securities Credit Suisse Securities USA, LLC X USA, LLC Crowe Crowe LLP X
Dell Computer Dell, Inc. (IP) X Corporation East TN Children's East Tennessee Children's Hospital X Hospital ("ETCH”) Egerton, McAfee, X Egerton, McAfee, Armistead & Davis, Armistead & Davis, P.C. P.C. FedEx Federal Express Corporation X
Fifth Third Bank Fifth Third Bank X
GE Healthcare GE Healthcare, Inc. X
GlaxoSmithKline GlaxoSmithKline GmbH & Co. KG X
Johnson Controls Inc. Johnson Controls International Plc X
Manpower US Inc. Manpower US, Inc. X
McKesson Specialty McKesson Specialty Health X Distr. The Knoxville Affiliate Susan G. Komen Breast Cancer of the Susan G. Komen X Foundation Breast Cancer Foundation David Cox dba Slab David D. Cox X Jacker Construction Medline Industries, Inc. Medline Industries X
MedRad Medrad, Inc. X
MEDX Incorporated Med-X, Inc. X
Mountain States Health Ballad Health fka Mountain States X Alliance Health NAPT - National National Association for Proton X Association for Proton Therapy Therapy Occupational Health Occupational Health Services, Inc. X
Office Depot Office Depot, Inc. X
DM_US 180207341-2.T19803.0010 PAGE 3 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 58 of 60 Continuation of Section A-3 NAME OF NAME OF ENTITY AND/OR ENTITIES AFFILIATE OF ENTITY, CURRENT FORMER CLOSED SEARCHED* THAT IS A MWE CLIENT CLIENT CLIENT CLIENT
OfficeMax OfficeMax Inc. X
Panera Bread Company Panera Bread Company X
Papa John's Papa John's International, Inc. X
Paylogix F/B/O Nationwide Mutual Insurance X Nationwide* Company
Peerless* Peerless Saw Company X
Premier Healthcare Premier, Inc. X Solutions, Inc. Principal Life Principal Life Insurance Company X
Provision Center for Proton Therapy Center d/b/a Provision X
Proton Therapy Center
ProVision Health Proton Therapy Center d/b/a Provision X
Partners, LLC Center
Radiation Oncology Radiation Oncology Consultants, Ltd. X Consulting, LLC Sam's Club Sam’s West d/b/a Sam’s Club X
Season’s* Seasons Hospice & Palliative Care, X Inc.
Siemens Medical Siemens Medical Solutions USA, Inc. X Solutions USA, Inc. Accent Accent Partners Limited X
ADP, LLC ADP, LLC X
Aetna Student Health Aetna Inc. X
Alsco Inc. Alsco Inc. X
American Cancer American Cancer Society X Society American Express American Express Company X
Analogic Corporation Analogic Corporation X
AT&T AT&T X
Bass, Berry & Sims Bass, Berry & Sims PLC X
Bayer HealthCare, LLC Bayer HealthCare, LLC X
DM_US 180207341-2.T19803.0010 PAGE 4 Case 3:20-bk-05438 Doc 513-2 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit B Page 59 of 60 Continuation of Section A-3 NAME OF NAME OF ENTITY AND/OR ENTITIES AFFILIATE OF ENTITY, CURRENT FORMER CLOSED SEARCHED* THAT IS A MWE CLIENT CLIENT CLIENT CLIENT
BB&T SunTrust banks, Inc. X
BellSouth BellSouth X
Blue Cross Blue Shield Blue Cross Blue Shield of Tennessee X of Tennessee Bryant Miller Olive P.A.1 Schutts & Bowen LLP2
Comcast Holdings NBC Universal, Inc. X Corporation Deutsche Bank Deutsche Bank X
Egerton, McAfee, Egerton, McAfee, Armistead & Davis, X
Armistead & Davis P.C.
Morgan Stanley Morgan Stanley X
Nuveen Securities, LLC Nuveen Investment Management X
PHP Pinnacle Credit Card - Logmein3 Rothschild* Rothschild & Co. X
Scott Hamilton* Vermont American Corp. X
Thyssenkrupp Elevator Thyssenkrupp Elevator AG X Service Tracy Dobbs Tracy Dobbs X
U.S. Bank, N.A. U.S. Bank, N.A. X
UMB Bank, N.A. UMB Bank, N.A. X
Waste Management of Waste Management X TN (Tennessee)
1 Member of Attorneys’ Liability Assurance Society (“ALAS”) 2 Member of ALAS. 3 A McDermott partner is on LogMeIn’s board of advisors.
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EXHIBIT C
Andrews Declaration
DM_US 179657438-4.T16249.0010
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION
) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered)1
DECLARATION OF MARK ANDREWS IN SUPPORT OF APPLICATION OF DEBTORS FOR AUTHORITY TO RETAIN AND EMPLOY MCDERMOTT WILL & EMERY LLP AS ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF MAY 4, 2021
Pursuant to 28 USC § 1746, I, Mark Andrews, hereby declare and state as follows:
1. I am the Chief Restructuring Officer (“CRO”) of MTPC, LLC (“MTPC”), The
Proton Therapy Center, LLC (“PCPTK”), and PCPT Hamlin, LLC (“PCPT Hamlin”) (collectively, the “Debtors,”). I have served in that role since November 4, 2020.
2. In such capacity, I am familiar with the matters set forth herein and make this declaration (this “Declaration”) in support of the Debtors’ application (the “Application”)2 seeking approval to retain and employ McDermott Will & Emery LLP (“McDermott”), effective as of May
4, 2021, as bankruptcy and restructuring counsel to the Debtors.
3. I submit this Declaration in support of the Application, pursuant to the Guidelines
1 The jointly administered Debtors’ respective case numbers in these Chapter 11 Cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Application.
DM_US 179657438-4.T16249.0010
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U.S.C. § 330 by Attorneys in Larger Chapter 11 cases Effective as of November 1, 2013 (the “U.S.
Trustee Fee Guidelines”). Except as otherwise indicated herein, all facts set forth in this
Declaration are based on my personal knowledge or my discussions with other members of the
Debtors’ management team and the Debtors’ advisors. If called upon to testify, I could and would testify competently to the facts set forth herein.
4. I am informed by counsel that the U.S. Trustee Fee Guidelines request that any application for employment of an attorney under 11 U.S.C. §§ 327 or 1103 be accompanied by a verified statement from the client that addresses the following:
a. The identity and position of the person making the verification. The person ordinarily should be the general counsel of the debtor or another officer responsible for supervising outside counsel and monitoring and controlling legal costs.
b. The steps taken by the client to ensure that the applicant’s billing rates and material terms for the engagement are comparable to the applicant’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of other comparably skilled professionals.
c. The number of firms the client interviewed.
d. If the billing rates are not comparable to the applicant’s billing rates for other non-bankruptcy engagements and to the billing rates of other comparably skilled professionals, the circumstances warranting the retention of that firm.
e. The procedures the client has established to supervise the applicant’s fees and expenses and to manage` costs. If the procedures for the budgeting, review and approval of fees and expenses differ from those the client regularly employs in nonbankruptcy cases to supervise outside counsel, explain how and why. In addition, describe any efforts to negotiate rates, including rates for routine matters, or in the alternative to delegate such matters to less expensive counsel.
II. Selection of Counsel
5. McDermott is proposed to serve as counsel to the Debtors. The Debtors recognize
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Case 3:20-bk-05438 Doc 513-3 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit C Page 3 of 5 that a comprehensive review process is necessary when selecting and managing chapter 11 counsel to ensure the bankruptcy professionals are subject to the same client-driven market forces, security, and accountability as professionals in nonbankruptcy engagements. To that end, prior to initiating these Chapter 11 Cases, the Debtors evaluated a number of other law firms as potential counsel.
The Debtors selected Mr. Helt because of his reputation and proven track record. On May 4, 2021,
Mr. Helt moved firms to McDermott. The Debtors desire to continue being represented by Mr.
Helt, given his intimate knowledge of the Debtors’ businesses and the issues in these Chapter 11
Cases.
6. The Debtors have also chosen McDermott because of McDermott’s extensive experience in healthcare restructuring and excellent reputation in the restructuring market.
McDermott is well qualified to represent the Debtors in these Chapter 11 Cases. I believe that
McDermott is both well qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner.
III. Rate Structure
7. McDermott has informed the Debtors that, other than the discount it has agreed, the rates McDermott charges for bankruptcy representations are comparable to the rates McDermott charges for non-bankruptcy representations.
8. McDermott’s rates and material terms of engagement are consistent with comparably skilled professionals. The Debtors have approved McDermott’s proposed hourly rates as set forth in the Application and the Helt Declaration. McDermott has informed the Debtors that its hourly rates are subject to periodic adjustments to reflect economic and other conditions. The
Debtors have consented to such ordinary course rate increases.
IV. Cost Supervision
9. The Debtors recognize their responsibility to closely monitor the billing practices
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Case 3:20-bk-05438 Doc 513-3 Filed 06/01/21 Entered 06/01/21 16:57:50 Desc Exhibit C Page 4 of 5 of their counsel to ensure that the fees and expenses remain consistent with the expectations and the exigencies of these Chapter 11 cases. On behalf of the Debtors, I, or someone at my direction, will review the invoices that McDermott regularly submits. McDermott’s fees and expenses will be subject to periodic review on a monthly, interim and final basis during the course of these
Chapter 11 cases by the Debtors, the Office of the U.S. Trustee for the Middle District of
Tennessee, and creditors and other parties in interest upon the public filing of fee applications with the Court.
10. In addition, at all times, I, or someone at my direction, will assure the services performed by McDermott are not duplicative of other professionals engaged by the Debtors.
I declare under penalty of perjury that the foregoing is true and correct on this 1st day of
June, 2021.
/s/ Mark Andrews Mark Andrews Chief Restructuring Officer
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