Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE _________________________________________ In re: ) Chapter 11 ) CHARMING CHARLIE HOLDINGS INC., et al.,1 ) Case No. 17-12906 (CSS) ) ) Debtors. ) (Jointly Administered) _________________________________________ ) SUPPLEMENTAL DECLARATION OF D.J. MILLER IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THORNTON GROUT FINNIGAN LLP AS CANADIAN INSOLVENCY COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO JANUARY 29, 2018 I, D.J. Miller, being duly sworn, state the following under penalty of perjury: 1. I am a partner in the law firm of Thornton Grout Finnigan LLP (“TGF”) and a member of the firm’s restructuring practice group. TGF maintains its principal place of business at 100 Wellington Street West, Suite 3200, Toronto-Dominion Centre, Toronto, Ontario M5K 1K7, Canada. I am the lead counsel from TGF working on the above-captioned chapter 11 cases. I am a member in good standing of the Law Society of Ontario, licensed to practice law in the Province of Ontario and the laws of Canada applicable therein. There are no disciplinary proceedings pending against me. 2. I submit this declaration (the “Supplemental Declaration”) in further support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Charming Charlie Canada LLC (0693); Charming Charlie Holdings Inc. (6139); Charming Charlie International LLC (5887); Charming Charlie LLC (0263); Charming Charlie Manhattan LLC (7408); Charming Charlie USA, Inc. (3973); and Poseidon Partners CMS Inc. (3302). The location of the Debtors’ service address is: 6001 Savoy Drive, Houston, Texas 77036. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 2 of 16 - 2 - Possession Effective Nunc Pro Tunc to January 29, 2018 [Docket No. 397] (the “Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), pursuant to sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”) and rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). Except as otherwise noted, I have personal knowledge of the matters set forth herein. Background 3. On February 2, 2018, the Debtors filed the Application. In support of the Application, the Debtors filed the Declaration of D.J. Miller in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to January 29, 2018 (the “Original Declaration”), which was filed as Exhibit B to the Application. 4. On February 22, 2018, the Court entered the Order Authorizing the Retention and Employment of Thornton Grout Finnigan LLP as Canadian Insolvency Counsel to the Debtors and Debtors in Possession Effective Nunc Pro Tunc to January 29, 2018 [Docket No. 465] (the “Retention Order”). 5. As I stated in the Original Declaration, TGF will continue searching its electronic database periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. Consistent with this statement, TGF has obtained information regarding all entities disclosed in the Original Declaration, and any connections to any additional entities not disclosed in the Original Declaration. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 3 of 16 - 3 - 6. This Supplemental Declaration is submitted pursuant to section 1746 of title 28 of the United States Code. All facts set forth herein are based upon my personal knowledge of TGF’s practices and TGF’s representation of the Debtors and information learned from my review of relevant documents and information supplied to me by other parties, including partners or employees of TGF. No one individual at TGF has personal knowledge of all of the facts set forth in this Supplemental Declaration. Additional Disclosures 7. This Supplemental Declaration makes certain additional disclosures. Based on the conflicts searches conducted to date, to the best of my knowledge, neither I, TGF, nor any partner, or counsel, or associate thereof, insofar as I have been able to ascertain, has any connections with the Debtors, their creditors, or any other entities who may be parties in interest, their respective attorneys or accountants, the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”), any person employed by the U.S. Trustee, or any person employed by the Bankruptcy Court for the District of Delaware, except as disclosed or otherwise described herein and in the Original Declaration. 8. Attached hereto as Schedule 1 are additional names of individuals and entities that have not previously been searched by TGF. These include:3 Schedule Category 1(a) 90-Day Payment Recipients 1(b) Notices of Appearance 1(c) Ordinary Course Professionals 1(d) Parties That Filed Proofs of Claim 1(e) Retained Professionals 3 Entities previously searched and connections previously disclosed in the Original Declaration have not been re- disclosed on the schedules attached hereto. TGF’s inclusion of any entity in the schedules attached hereto is not an admission that any such entity is a “party in interest” or has a valid claim against the Debtors. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 4 of 16 - 4 - 9. Listed on Schedule 2 to this Supplemental Declaration are the results of TGF’s conflicts searches of the above-listed entities.4 10. Except as specifically discussed herein, the client representations identified in this Supplemental Declaration and the attached schedules are not related to the Debtors or these chapter 11 cases. The client representations identified in this Supplemental Declaration and the attached schedules are not materially adverse to the interests of the Debtors’ estates. Moreover, pursuant to section 327(c) of the Bankruptcy Code, TGF is not disqualified from acting as the Debtors’ counsel merely because it represents or represented the Debtors’ creditors, equity security holders, or other parties in interest in matters unrelated to these chapter 11 cases. 11. TGF will not commence a cause of action in these chapter 11 cases against the parties listed on Schedule 2 to this Supplemental Declaration that are current clients of TGF unless TGF has an applicable waiver on file or first receives a waiver from such party allowing TGF to commence such an action. To the extent that a waiver does not exist or is not obtained from such client and it is necessary for the Debtors to commence an action against that client, the Debtors will be represented in such particular matter by conflicts counsel. 12. None of the clients or client connections listed on Schedule 2 represents more than one percent of TGF’s fee receipts for the twelve-month period ending February 28, 2018. Continued Vigilance and Affirmative Statement of Disinterestedness 13. Based on the conflicts searches conducted to date and described in the Original Declaration and herein, to the best of my knowledge and insofar as I have been able to ascertain, 4 As referenced in Schedule 2, the term “closed client” means an entity listed as a client in TGF’s conflicts search system for which the client representation has been closed and to whom no time has been posted in the 36 months preceding the Petition Date. Whether an actual client relationship exists can only be determined by reference to the documents governing TGF’s representation rather than its potential listing in TGF’s conflicts search system. Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 5 of 16 - 5 - (a) TGF 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) TGF has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Original Declaration and herein. 14. TGF will continue to review its files periodically during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, TGF will use its reasonable efforts to identify any such further developments and will file a supplemental declaration as required by Bankruptcy Rule 2014(a) and as stated in the Original Declaration and herein. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: March 21, 2018 Respectfully submitted, Toronto, Province of Ontario, Canada /s/ D.J. Miller D.J. Miller as Partner of Thornton Grout Finnigan LLP Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 6 of 16 SCHEDULE 1 List of Schedules Schedule Category 1(a) 90-Day Payment Recipients 1(b) Notices of Appearance 1(c) Ordinary Course Professionals 1(d) Parties That Filed Proofs of Claim 1(e) Retained Professionals Case 17-12906-CSS Doc 549 Filed 03/22/18 Page 7 of 16 SCHEDULE 1(a) 90-Day Payment Recipients 119 Leawood LLC CP Venture Five AV LLC 168th & Dodge LP CP Venture Five AWC LLC 2615 Medical Center Parkway CP Venture Six LLC ABQ Uptown LLC CPT Peachtree Forum I LLC Acadiana Mall CMBS LLC Crawfish LLC Alderwood Mall LLC Creative Coop Inc.