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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 HANSON BRIDGETT LLP NEAL L. WOLF, SBN 202129 2 [email protected] ANTHONY J. DUTRA, SBN 277706 3 [email protected] 425 Market Street, 26th Floor 4 San Francisco, California 94105 Telephone: (415) 777-3200 5 Facsimile: (415) 541-9366 6 Proposed Attorneys for Debtors and Debtors in Possession 7 8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 OAKLAND DIVISION 11 12 In re Case Nos. 20-40857 (RLE) 13 20-40858 (RLE) GALILEO LEARNING, LLC, 14 Chapter 11 15 Debtor.1 (Jointly Administered) 16 DEBTORS’ APPLICATION SEEKING In re ENTRY OF AN ORDER (I) AUTHORIZING 17 THE RETENTION AND EMPLOYMENT GALILEO LEARNING FRANCHISING OF HANSON BRIDGETT LLP AS THE 18 LLC, DEBTORS’ COUNSEL PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY 19 CODE AND BANKRUPTCY RULES Debtor. 2014(a) AND 2016, RETROACTIVE TO 20 MAY 6, 2020; AND (II) GRANTING RELATED RELIEF 21 22 23 24 25 26 1 These cases are being jointly administered, and all documents for either case should be filed in lead case number 20-40857 (RLE). The last four digits of each Debtor’s 27 federal tax identification number, are as follows: Galileo Learning, LLC (9453) and Galileo 28 Learning Franchising LLC (5638). The mailing address for the Debtors is 1021 3rd Street, Oakland, CA 94607. 16535810.1Case: 20-40857DEBTORS ’ APPLICATIONDoc# 69 Filed: TO EMPLOY 06/03/20 HANSON Entered: BRIDGETT 06/03/20 LLP AS17:05:49 THE DEBTORS Page’ 1COUNSEL of 82 1 Galileo Learning, LLC (“Galileo Learning”) and Galileo Learning Franchising, LLC, 2 (“Galileo Franchising”), debtors and debtors in possession (collectively, the “Debtors”) in 3 the above-captioned chapter 11 cases (the “Chapter 11 Cases”), seek entry of an order 4 (the “Order”), substantially in the form attached hereto as Exhibit A, (i) appointing Hanson 5 Bridgett LLP (“Hanson”), as legal counsel for the Debtors in their Chapter 11 Cases 6 effective as of May 6, 2020 (the “Petition Date”); and (ii) granting related relief. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -2- 16535810.1 DEBTORS’ APPLICATION TO EMPLOY HANSON BRIDGETT LLP AS THE DEBTORS’ COUNSEL Case: 20-40857 Doc# 69 Filed: 06/03/20 Entered: 06/03/20 17:05:49 Page 2 of 82 1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. JURISDICTION 3 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 4 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 5 General Order 24 (N.D. Cal. Feb. 22, 2016), and Rule 5011-1(a) of the Bankruptcy Local 6 Rules for the United States District Court for the Northern District of California (the 7 “Bankruptcy Local Rules”). This is a core proceeding within the meaning of 28 U.S.C. 8 § 157(b)(2). Venue of these Chapter 11 Cases and the Application are proper in this 9 District pursuant to 28 U.S.C. §§ 1408 and 1409. 10 2. The statutory bases for the relief requested herein are sections 327(a), 11 328(a), and 330 of title 11 of the United States Code (the “Bankruptcy Code”), as 12 supplemented by rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 13 (the “Bankruptcy Rules”). 14 II. BACKGROUND 15 3. On May 6, 2020 (the “Petition Date”), the Debtors commenced the above- 16 captioned voluntary cases under chapter 11 of the Bankruptcy Code (the “Chapter 11 17 Cases”) in this Court. The Chapter 11 Cases are being jointly administered for procedural 18 purposes. No trustee or examiner has been appointed in the Chapter 11 Cases. The 19 Debtors are operating their businesses as debtors in possession pursuant to sections 1107 20 and 1108 of the Bankruptcy Code. 21 4. The Office of the United States Trustee for the Northern District of California 22 (the “U.S. Trustee”) has recently appointed an official committee of unsecured creditors in 23 the Chapter 11 Cases. 24 5. The Debtors are owner-operators of summer camps for Pre-K through 10th 25 grade in various locations including the states of Illinois, Colorado, and California. 26 6. A full description of the Debtors’ business, capital structure and events 27 leading to these Chapter 11 Cases is set forth in the Declaration of Glen E. Tripp in Support 28 of “First Day Motions” [Dkt. No. 13]. Case: 20-40857 Doc# 69 Filed: 06/03/20 Entered: 06/03/20 17:05:49 Page 3 of 16535810.1 DEBTORS’ APPLICATION TO EMPLOY HANSON BRIDGETT LLP AS THE DEBTORS’ COUNSEL 82 1 7. In support of this Application, the Debtors submit and incorporate by 2 reference herein the Declaration of Neal L. Wolf in Support of the Application of Debtors to 3 Employ Hanson Bridgett LLP as Legal Counsel Pursuant to Section 327(a) of the 4 Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016, Retroactive to May 6, 2020 5 (the “Wolf Declaration”), attached hereto as Exhibit B, and the Declaration of Glen E. 6 Tripp in Support of the Application of Debtors to Employ Hanson Bridgett LLP as Legal 7 Counsel Pursuant to Section 327(a) of the Bankruptcy Code and Bankruptcy Rules 2014(a) 8 and 2016, Retroactive to May 6, 2020, attached hereto as Exhibit C (the “Tripp 9 Declaration”). 10 III. BASIS FOR RELIEF 11 8. Under section 327(a) of the Bankruptcy Code, a debtor in possession “with 12 the court’s approval, may employ one or more attorneys . that do not hold or represent 13 an interest adverse to the estate, and that are disinterested persons, to represent or assist 14 the [debtor in possession] in carrying out [its] duties under this title.” 11 U.S.C. § 327(a). 15 Such employment may be based “on any reasonable terms and conditions of employment, 16 including on a retainer, on an hourly basis, on a fixed percentage fee basis, or on a 17 contingent fee basis.” 11 U.S.C § 328(a). 18 9. The Debtors believe that Hanson is well qualified to represent them in the 19 Chapter 11 Cases in an efficient and timely manner. The Debtors have selected Hanson 20 as its counsel because of the firm’s extensive experience and knowledge in the field of 21 debtors’ and creditors’ rights, business reorganizations, and liquidations under chapter 11 22 of the Bankruptcy Code; its expertise, experience, and knowledge in practicing before the 23 Court; and its ability to respond quickly to emergency hearings and other emergency 24 matters. Hanson’s services will enable the Debtors to execute faithfully its duties as 25 debtors in possession. 26 10. To that end, Hanson has stated its desire and willingness to act in these 27 Chapter 11 Cases and to render the necessary professional services as counsel to the 28 Debtors. Case: 20-40857 Doc# 69 Filed: 06/03/20 Entered:-2- 06/03/20 17:05:49 Page 4 of 16535810.1 DEBTORS’ APPLICATION TO EMPLOY HANSON BRIDGETT LLP AS THE DEBTORS’ COUNSEL 82 1 IV. HAN SO N ’S QUALIFICATIONS 2 11. Hanson has extensive experience in the field of debtors’ and creditors’ rights 3 and business reorganizations and liquidations under chapter 11 of the Bankruptcy Code 4 and expertise, experience, and knowledge practicing before this Court. Hanson’s attorneys 5 have been actively involved in major chapter 11 cases in this district for many years. 6 12. In April 2020, the Debtors formally engaged Hanson in connection with its 7 restructuring efforts. In providing prepetition professional services to the Debtors, including 8 its corporate and restructuring advice, Hanson has become familiar with the Debtors and 9 their businesses, including the Debtors’ financial affairs, debt structure, operations, and 10 related matters. 11 13. Having provided such professional services to the Debtors, Hanson has 12 developed relevant experience and expertise regarding the Debtors that will assist it in 13 providing effective and efficient services in these Chapter 11 Cases. Accordingly, Hanson 14 is both well-qualified and uniquely able to represent the Debtors in these Chapter 11 Cases 15 in an efficient and timely manner. 16 V. SERVICES TO BE PROVIDED BY HANSON 17 14. The Debtors require Hanson to render a variety of legal services during the 18 pendency of these Chapter 11 Cases and to assist the Debtors in addressing the myriad 19 issues that may arise. Subject to further order of the Court, the Debtors request the 20 employment and retention of Hanson to render professional services, including, but not 21 limited to: 22 a. advising the Debtors of their rights, powers and duties as debtors and debtors 23 in possession under chapter 11 of the Bankruptcy Code; 24 b. assisting in preparing on behalf of the Debtors motions, applications, 25 answers, orders, reports, and papers in connection with the administration of 26 the Debtors’ estate; 27 c. taking action to protect and preserve the Debtors’ estate, including the 28 Case: 20-40857 Doc# 69 Filed: 06/03/20 Entered:-3- 06/03/20 17:05:49 Page 5 of 16535810.1 DEBTORS’ APPLICATION TO EMPLOY HANSON BRIDGETT LLP AS THE DEBTORS’ COUNSEL 82 1 prosecution of actions on the Debtors’ behalf, the defense of actions 2 commenced against the Debtors’ in the Chapter 11 Cases, the negotiation of 3 disputes in which the Debtors are involved, and the preparation of objections 4 to claims filed against the Debtors; 5 d. advising the Debtors with respect to and promulgating on behalf of the 6 Debtors any proposed chapter 11 disclosure statement and plan of 7 8 reorganization and seeking approval of such disclosure statement and plan 9 of reorganization, and of all transactions contemplated therein and in any 10 amendments thereto; 11 e.
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