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Case 13-13087-KG Doc 725 Filed 03/20/14 Page 1 of 8 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 FISKER AUTOMOTIVE HOLDINGS, INC., et al., 1 ) Case No. 13-13087 (KG) Debtors. ) Jointly Administered ) Hearing Date: April 17, 2014 @ 10:00 a.m. ON. Deadline: April 10, 2014 @ 4:00 p.m. APPLICATION FOR AN ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF 284 PARTNERS, LLC AS INTELLECTUAL PROPERTY VALUATION EXPERT FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO MARCH 17, 2014 The Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter 11 case of Fisker Automotive Holdings, Inc. ("Fisker") and its affiliated debtor and debtor-in-possession in the above-captioned chapter 11 cases (together, the "Debtors") files this application (the "Application") seeking entry of an order authorizing the Committee through its counsel to retain and employ 284 Partners, LLC ("284 Partners"), nunc pro tune to March 17, 2014, as intellectual property valuation expert for the Committee pursuant to sections 328(a) and 1103 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), In support of the Application, the Committee refers to the Declaration of Michael J. Lasinski in Support of the Application for an Order Pursuant to 11 U.S.C. §§ 328(a) and 1103 Authorizing and Approving the Employment The Debtors, together with the last four digits of each Debtor's federal tax identification number, are Fisker Automotive Holdings, Inc. (9678) and Fisker Automotive, Inc. (9075). The service address for the Debtors is 3080 Airway Avenue, Costa Mesa, California 92626. 631184.1 03/20/2014 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 2 of 8 and Retention of 284 Partners, LLC as Intellectual Property Valuation Expert for the Official Committee of Unsecured Creditors Nunc Pro Tunc to March 17, 2014 (the "Lasinski Declaration"), attached hereto as Exhibit A. In further support of the Application, the Committee respectfully represents as follows: BACKGROUND 1. On November 22, 2013 (the "Petition Date"), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Court"). The Debtors continue to operate their business and manage their property as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On November 26, 2013, the Court entered an order [Docket No. 52] authorizing the joint administration and procedural consolidation of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b), No request for the appointment of a trustee or examiner has been made in the chapter 11 cases. 3. On December 5, 2013, the United States Trustee for the District of Delaware (the "U.S. Trustee"), pursuant to Bankruptcy Code section 1102(a)(1), appointed seven members to the Committee. Shortly thereafter, one appointed member, Visteon Corporation, resigned from the Committee. The current members of the Committee are: (i) Magna E-Car USA, LLC; (ii) Supercars & More SRL; (iii) Kuster Automotive Door Systems GmbH; (iv) TK Holdings, Inc.; (v) Sven Etzelsberger; and (vi) David M. Cohen. No other official committees have been appointed or designated in these chapter 11 cases. 4. On December 5, 2013, the Committee elected to retain Brown Rudnick LLP ("Brown Rudnick") as lead counsel and Saul Ewing LLP ("Saul Ewing") as Delaware counsel. -2- 631184.1 03/20/2014 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 3 of 8 5. On February 12, 13, and, 14, 2014, an open and competitive auction was held for substantially all of the Debtors' assets, including certain assets as to which Hybrid Tech Holdings, LLC ("Hybrid") holds a perfected lien, material assets as to which Hybrid does not hold a perfected lien, and additional assets as to which there is a pending dispute between Hybrid and the Committee as to whether Hybrid holds a perfected lien. 6. The auction concluded with a bid of $149.2 million selected as the winning bid. The Committee believes that the majority of the winning bid is allocable to assets as to which Hybrid does not hold a perfected lien including, foreign intellectual property. To aid in the expeditious resolution of the ongoing disputes over the valuation of the Debtors' intellectual property assets (the "IP Valuation Dispute"), and the scope of Hybrid's liens and the allocation of the auction proceeds (the "Perfection and Allocation Disputes"), the Committee, through its counsel, seeks to retain 284 Partners as of March 17, 2014. JURISDICTION AND VENUE 7. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 8. The statutory predicates for the relief sought herein are sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1. RELIEF REQUESTED 9. By this Application, the Committee respectfully requests that the Court enter an order, pursuant to sections 328(a) and 1103 of the Bankruptcy Code, authorizing the Committee through its counsel to retain and employ 284 Partners as its intellectual property valuation expert in the above-captioned chapter 11 cases, in accordance with the terms and conditions set forth in that certain engagement letter between the Committee and 284 Partners annexed hereto as -3- 631184.1 03/20/2014 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 4 of 8 Exhibit B (the "Engagement Letter"), nunc pro tunc to March 17, 2014, which is the date the Committee retained 284 Partners and that 284 Partners commenced providing services on behalf of the Committee. BASIS FOR RELIEF 10. Pursuant to sections 328(a) and 1103 of the Bankruptcy Code, a committee appointed under section 1102 may employ one or more professionals to represent it in carrying out its duties under the Bankruptcy Code, provided that such professionals are disinterested persons and do not hold or represent an interest adverse to the estates. 11 U.S.C. §§ 328(a), 1103. The Committee requests that the Court approve its retention of 284 Partners as its intellectual property valuation expert to perform valuation services that will be necessary during these chapter 11 cases in accordance with 284 Partners' hourly rates and disbursement policies. 11. Because of 284 Partners' professionals' extensive experience in intellectual property valuation, consulting, strategy and transactional services, the Committee selected 284 Partners to provide intellectual property valuation services. The services to be rendered by 284 Partners are necessary and essential to the performance of the Committee's duties and obligations, and will not duplicate the services to be rendered by the Committee's other professionals in these chapter 11 cases. 12. Specifically, 284 Partners will assist the Committee (and, by extension, the Debtors' estates) in the expeditious resolution of the IP Valuation Dispute and the Perfection and Allocation Disputes, which will preserve the incremental value achieved through the auction and promote the prompt resolution of these chapter 11 cases for the benefit of all parties in interest. -4- 631184.1 03/20/2014 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 5 of 8 SERVICES TO BE PROVIDED BY 284 PARTNERS 13. The Committee respectfully submits that it is necessary and appropriate to employ and retain 284 Partners as its intellectual property valuation expert to assist the Committee in evaluating the Debtors intellectual property to form a basis for its value, including, but not limited to providing the following services as set forth in the Engagement Letter: a) Determine the appropriate valuation methods which may be employed; b) Review documents produced by the Debtors and other relevant parties; c) Research third-party sources for economic, market and other data relevant to the valuation and apportionment; d) Conduct interviews of appropriate personnel; e) Develop financial models and valuation analyses; 0 Prepare expert report(s) and supporting schedules; g) Discuss the results of our analyses and opinions of value and apportionment with Brown Rudnick; h) Prepare for and provide deposition testimony, as necessary; i) Prepare for and provide trial testimony, as necessary; and j) provide such other services as requested by the Committee in furtherance of the services set forth above. 14. The Committee respectfully represents it is necessary for the Committee to retain an intellectual property valuation expert to perform the above-referenced services and to otherwise assist the Committee in fulfilling its statutory duties under the Bankruptcy Code. 284 Partners began providing services to the Committee immediately following the Committee's selection of 284 Partners as the Committee's intellectual property valuation expert, subject to the Court's approval of its retention. -5- 631184.1 03/2012014 Case 13-13087-KG Doc 725 Filed 03/20/14 Page 6 of 8 DISINTERESTEDNESS OF 284 PARTNERS 15. To the best of the Committee's knowledge, information and belief, and as evidenced by the Lasinski Declaration, 284 Partners does not currently hold or represent an interest adverse to the Debtors, their estates or creditors with respect to the matters in which 284 Partners is to be employed, except as set forth therein, and 284 Partners is "disinterested" under section 101(14) of the Bankruptcy Code.
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