Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 1 of 10 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI SOUTHEASTERN DIVISION In re: Case No. 20-43597 Chapter 11 BRIGGS & STRATTON CORPORATION, et al., Jointly Administered Debtors. APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 328(a) AND 1103(a) AND BANKRUPTCY RULES 2014(a) AND 2016(b) APPROVING THE EMPLOYMENT AND RETENTION OF DOSTER, ULLOM & BOYLE, LLC AS LOCAL COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS The Official Committee of Unsecured Creditors (the “Creditors’ Committee”), appointed on August 5, 2020, in the above-captioned chapter 11 cases of Briggs & Stratton Corporation and its debtor affiliates (collectively, the “Debtors”), submits this application (the “Application”), pursuant to sections 328(a) and 1103(a) of Title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014 of the Local Rules of Bankruptcy Procedure of the United States Bankruptcy Court for the Eastern District of Missouri (the “Local Rules”), for entry of an order authorizing the retention and employment of DOSTER, ULLOM & BOYLE, LLC (“DUB”) as local counsel for the Creditors’ Committee. In support of this Application, the Creditors’ Committee submits the Declaration of Gregory D. Willard (the “Willard Declaration”) attached hereto as Exhibit A, which is incorporated herein by reference. In further support of this Application, the Creditors’ Committee respectfully represents as follows: Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 2 of 10 JURISDICTION 1. This Court has jurisdiction over this Application under 28 U.S.C. § 1334. Venue of these Cases is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 2. The statutory predicates for the relief requested herein are Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rule 2014, and Local Rules 2014 and 9062. BACKGROUND 3. The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The employer tax identification numbers and addresses for each of the Debtors are set forth in each such Debtor’s chapter 11 petitions. 4. The Debtors have continued in possession of their property and have continued to operate and manage their businesses as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases (the “Cases”). 5. On August 5, 2020, the Office of the United States Trustee appointed the Creditors’ Committee [Docket No. 304]. The Committee members include: (i) Pension Benefit Guaranty Corporation; (ii) Wilmington Trust N.A.; (iii) Thomas R. Savage; (iv) James E. Brenn; (v) Hoffer Plastics Corporation; (vi) A R North America; and (vii) Jiangsu Jianghuai Engine Co. Ltd. 6. The Creditors’ Committee has retained the following legal advisors: Brown Rudnick LLP (“Brown Rudnick”) as its legal counsel and DUB as its local counsel. Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 3 of 10 RELIEF REQUESTED 7. By this Application, the Creditors’ Committee seeks to employ and retain DUB, effective as of August 11, 2020, to represent the Creditors’ Committee as its local counsel in connection with the Debtors’ Cases. The Creditors’ Committee respectfully requests entry of an order, pursuant to Bankruptcy Code section 328(a) and 1103(a), authorizing the Creditors’ Committee to employ DUB in these Cases. BASIS FOR RELIEF REQUESTED 8. Bankruptcy Code section 328(a) empowers a committee appointed under Bankruptcy Code section 1102 to employ attorneys under Bankruptcy Code section 1103 under any reasonable terms and conditions with the court’s approval. 11 U.S.C. § 328(a). Pursuant to Bankruptcy Code section 1103(b), an attorney employed to represent a committee may not, while employed by such committee, represent any other entity having an adverse interest with the case. 11 U.S.C. § 1103(b). 9. In connection with the proposed retention by the Creditors’ Committee in these Cases, DUB reviewed the extensive list of parties-in-interest provided by the Debtors. To the best of the Creditors’ Committee’s knowledge, information and belief, and except as disclosed herein and in the Willard Declaration, neither DUB nor any of its attorneys has had or presently has any connections with the Debtors, their creditors, equity security holders, or any other party-in-interest, or their respective attorneys, accountants, or the United States Trustee, in any matters related to the Debtors or their estates. DUB is a “disinterested person” as defined in the Bankruptcy Code. 10. DUB has advised the Creditors’ Committee that DUB may have in the past represented or opposed, may currently represent or oppose, and may in the future represent or oppose, in each instance in matters wholly unrelated to the Debtors’ pending Cases, entities that Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 4 of 10 are claimants of the Debtors or other parties-in-interest (or vendors or service providers thereto) in these Cases. DUB has not (except as disclosed in the Willard Declaration) and will not represent such parties, or any of their affiliates or subsidiaries, in relation to the Creditors’ Committee, the Debtors, or these Cases. 11. The Creditors’ Committee seeks to retain DUB as its local counsel because of DUB’s legal experience and knowledge, and in particular, in debtors’ and creditors’ rights and business reorganizations under chapter 11 of the Bankruptcy Code in the Eastern District of Missouri; its expertise, experience, and knowledge in practicing before this Court; its proximity to this Court; and its ability to respond quickly to emergency hearings and other emergency matters in this Court. Further, DUB’s appearance before this Court for applications, motions, and other matters in these Cases will be efficient and cost-effective for the Debtors’ estates. The Creditors’ Committee believes that DUB is well-qualified and able to represent it in these Cases in a most efficient and timely manner. 12. By separate application, the Creditors’ Committee will be seeking approval to employ Brown Rudnick to serve as bankruptcy counsel. The Creditors’ Committee believes that if this Court approves the employment of Brown Rudnick and DUB, these firms will allocate their delivery of services to the Creditors’ Committee to avoid unnecessary duplication of services. DUB and the attorneys involved in the Cases from Brown Rudnick have a good working rapport that will assure there is no duplication of effort. It is the considered view of the Creditors’ Committee that representation of the Creditors’ Committee by Brown Rudnick and DUB is in the best interests of the Creditors’ Committee. 13. In addition, Brown Rudnick and DUB will monitor ongoing developments in the Cases to assure there is no unnecessary duplication of services rendered on behalf of the Creditors’ Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 5 of 10 Committee. 14. The services DUB has rendered and likely may render to the Creditors’ Committee include, without limitation: in conjunction with Brown Rudnick, providing legal advice regarding the powers and duties available to the Creditors’ Committee, an official committee appointed under Bankruptcy Code section 1102; assisting Brown Rudnick in the investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors’ businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; assisting Brown Rudnick in preparing on behalf of the Creditors’ Committee necessary applications, motions, complaints, answers, orders, agreements, and other legal papers; assisting Brown Rudnick and the Creditors’ Committee in responding to all pleadings filed by the Debtors or other parties-in-interest and appearing in Court (in person or virtually) to present necessary motions, applications, and pleadings and to otherwise protect the interest of the Creditors’ Committee; consulting with the Debtors and their professionals, other parties-in-interest and their professionals, and the United States Trustee concerning the administration of the Debtors’ respective estates; representing the Creditors’ Committee in hearings and other proceedings; advising the Creditors’ Committee on practice and procedure in the Court and regarding the local rules and practice; and Case 20-43597 Doc 450 Filed 08/16/20 Entered 08/16/20 18:43:46 Main Document Pg 6 of 10 performing, as necessary, all other legal services for the Creditors’ Committee with these Cases. 15. Bankruptcy Code section 328(a) authorizes the employment of a professional person on any reasonable terms and conditions of employment, including on an hourly basis. 11 U.S.C. § 328(a). Subject to this Court’s approval and under Bankruptcy Code sections 330 and 331, the Bankruptcy Rules, and the Local Rules, the Creditors’ Committee requests that DUB be compensated on an hourly basis, plus reimbursement of the actual and necessary expenses that DUB incurs, under the ordinary and customary rates in effect on the date the services are rendered, subject to discounts that DUB agreed to provide for the benefit of the Creditors’ Committee. 16. DUB has advised the Creditors’ Committee that DUB’s current hourly rates for similar bankruptcy matters, including related to these Cases, as of August 11, 2020, are as follows: $575 per hour for shareholders and counsel; $350 per hour for associates; and $150 per hour for paraprofessionals.