admitted pro hac vice
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Kenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000
Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) Joshua D. Stiff (VSB No. 86105) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633
Counsel to the Official Committee of Unsecured Creditors
Local Co-Counsel to the Official Committee of Unsecured Creditors
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION
In re: TOYS “R” US, Inc., et al., Debtors. 1
) ) ) ) ) ) )
Chapter 11 Case No. 17-34665 (KLP) (Jointly Administered)
1ST MONTHLY FEE STATEMENT OF BERWIN LEIGHTON PAISNER LLP FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM DECEMBER 4, 2017 THROUGH DECEMBER 31, 2017 Name of Applicant:
Berwin Leighton Paisner LLP
Authorized to provide professional services to:
Official Committee of Unsecured Creditors Toys “R” Us, Inc., et al.
Date of retention order:
February 2, 2018 nunc pro tunc to December 4, 2017
Period for which compensation and reimbursement sought:
December 4, 2017 – December 31, 2017
1
The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78].
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Compensation sought as reasonable, actual and necessary:
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Total Amount: £40,230.50 Payment Amount: £32,184.40 (80% of Total Amount)
Expense reimbursement sought as £0.00 actual and necessary: Type of fee statement or application:
Monthly Fee Statement 2
Berwin Leighton Paisner LLP (“BLP”), special foreign counsel for the Official Committee of Unsecured Creditors of Toys “R” Us, Inc. et al., (the “Committee”), appointed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby submits this monthly fee statement (the “Monthly Fee Statement”) pursuant to: sections 328, 330, 331 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”); Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”); the Order Approving the Retention and Employment of Berwin Leighton Paisner LLP as Special Foreign Counsel to the Committee Nunc Pro Tunc to December 4, 2017 entered on February 2, 2018 [Docket No. 1674] (the “Retention Order”); and the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professional and (II) Granting Related Relief, dated October 25, 2017 [Docket No. 746] (the “Interim Compensation Order”); and respectfully requests that this Court approve compensation for reasonable, necessary and actual legal services rendered by and reimbursement of actual and necessary expenses incurred by BLP during the period of December 4, 2017 through December 31, 2017 (the “Fee Period”). By this Monthly Fee Statement, BLP seeks
2
Notice of this Monthly Fee Statement shall be served in accordance with the Interim Compensation Order (as defined herein) and objections to payment of the amounts described in this Monthly Fee Statement shall be addressed in accordance with the Interim Compensation Order.
2
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allowance of compensation for services rendered in the amount £40,230.50 and payment of fees in the amount of £32,184.40, which equals eighty percent (80%) of the allowed compensation sought herein. In support hereof, BLP states the following: Itemization of Services Rendered and Disbursements Incurred 1.
The following Exhibits are attached hereto: a. Exhibit A is a summary of prior fee statements and applications submitted by BLP and the amounts allowed by the Court in relation to these Chapter 11 Cases. b. Exhibit B is a summary providing certain information regarding the BLP attorneys and paraprofessionals for whose work compensation is sought in this Monthly Fee Statement. BLP’s attorneys and paraprofessionals expended a total of 83.5 hours during the Fee Period. The compensation and fees requested herein are reasonable, actual and necessary. c. Exhibit C is a summary of the expenses incurred by BLP during the Fee Period with respect to each type of expense for which BLP is seeking reimbursement in this Monthly Fee Statement. These disbursements comprise the requested sum for BLP’s out-of-pocket expenses. The expense reimbursements requested herein are actual and necessary. d. Exhibit D consists of BLP’s records of itemized fees and expenses incurred during the Fee Period in the rendition of the professional services to the Committee. Representations
2.
While BLP has made every effort to represent all fees and expenses incurred
during the Fee Period, some fees and expenses may not be included in this Monthly Fee Statement due to delays in accounting or processing during the Fee Period. BLP reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent monthly fee statements or applications will be filed in accordance with the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, and the Interim Compensation Order. 3
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Notice Notice of this Monthly Fee Statement has been or will shortly be provided by hand or overnight delivery, on: (i) the Debtors, Toys “R” Us, Inc., 1 Geoffrey Way, Wayne, NJ 07470, Attn: General Counsel; (ii) counsel to the Debtors, Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Anup Sathy, P.C., Chad J. Husnick, P.C., Robert A. Britton, and Emily Geier, and Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Edward O. Sassower, P.C. and Joshua A. Sussberg, P.C; (iii) co-counsel to the Debtors, Kutak Rock LLP, Bank of America Center, 901 East Byrd Street, Suite 1000, Richmond Virginia 23219, Attn: Michael A. Condyles, Peter J. Barrett, and Jeremy S. Williams; (iv) counsel to the DIP ABL Agent, Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, NY 10017, Attn: Veerle Roovers and Stephen Piraino; (v) counsel to (a) the holders under the Debtors’ debtor-in-possession notes and (b) the Ad Hoc Committee of Taj Noteholders, Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285 Avenue of the Americas, New York, NY 10019-6064, Attn: Brian S. Hermann, Samuel E. Lovett, and Kellie A. Cairns; (vi) counsel to the DIP Delaware Term Loan Agent, Wachtell, Lipton, Rosen & Katz, 51 West 52nd St. New York, NY 10019, Attn: Joshua A. Feltman; and (vii) the Office of The United States Trustee, 701 East Broad Street, Suite 4304, Richmond, Virginia 23219, Attn: Robert Van Arsdale, Esq., and 6305 Ivy Lane, Suite 600, Greenbelt, Maryland 20770, Attn: Lynn Kohen. WHEREFORE, BLP respectfully requests (i) that an allowance be made to BLP for 100% of its fees in the amount of £40,230.50 incurred during the Fee Period; and (ii) payment by the Debtors to BLP of £32,184.40, which represents the sum of 80% of total fees incurred during the Fee Period.
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Date: February 14, 2018
Respectfully submitted: /s/ Cullen D. Speckhart Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) Joshua D. Stiff (VSB No. 86105) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 Local Co-Counsel to the Official Committee of Unsecured Creditors -andKenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Counsel to Official Committee of Unsecured Creditors
5
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EXHIBIT A Prior Fee Statements, Applications and Allowances
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Prior Fee Statements, Applications and Allowances Date Filed/ Dkt. No.
Application Period
Fees Requested
Expenses Requested
N/A
7
Fees Approved
Expenses Approved
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EXHIBIT B Summary of Attorneys and Paraprofessionals Rendering Services during Fee Period
8
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Summary of Attorneys and Paraprofessionals Rendering Services during Fee Period The following BLP attorneys and paraprofessionals rendered professional services during the Fee Period in the amounts stated below:
Professional
Position
Hourly Billing Rate (£) 3 675.00
Total Hours Billed 32.5
Ian Benjamin
Partner
Simon Clarke
Senior Associate
380.00
36.2
13,756.00
Claire Wainwright
Associate
320.00
14.8
4,672.00
83.5
£40,230.50
Total
3
Total Compensation (£) 21,802.50
Non-working travel time billed at 50% of hourly billing rate.
9
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EXHIBIT C Summary of Reimbursable Expenses Incurred during Fee Period
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Summary of Reimbursable Expenses Incurred during Fee Period Expense Description
Amount (£)
N/A
0.00 Total
11
£0.00
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EXHIBIT D Itemized Description of Fees and Expenses
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Case 17-34665-KLP Date 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/7/2017 12/7/2017 12/7/2017 12/7/2017 12/7/2017 12/8/2017 12/8/2017 12/8/2017 12/8/2017 12/10/2017 12/11/2017 12/11/2017 12/11/2017 12/11/2017
Timekeeper Ian Benjamin Ian Benjamin Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Claire Wainwright Claire Wainwright Claire Wainwright Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Claire Wainwright Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke
0.8
12/11/2017 12/11/2017 12/11/2017 12/12/2017 12/12/2017 12/12/2017 12/12/2017 12/12/2017
0.3 3.5 0.6 0.7 1.0 1.0 1.0 1.0
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Hours Amount (£) 3.0 2,025.00 1.5 1,012.50 0.4 270.00 0.3 202.50 0.4 270.00 2.0 760.00 1.3 494.00 0.8 256.00 2.5 800.00 0.3 96.00 0.4 128.00 1.0 675.00 1.0 675.00 1.0 380.00 1.2 456.00 0.3 96.00 0.2 135.00 0.3 202.50 2.0 1,350.00 1.8 684.00 4.0 1,520.00 0.8 540.00 1.7 1,147.50 0.5 337.50 1.9 722.00
12/11/2017 Simon Clarke Simon Clarke Simon Clarke Claire Wainwright Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Claire Wainwright
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Narrative Reviewing CVA (2.2) and discussions with S. Clarke, C. Wainwright re same (.8) Reviewing declaration for retention application Introductory call with FTI to discuss scope of the matter and roles Call with Kramer Levin to discuss background of matter and scope of advice required Call with unsecured creditors committee to introduce BLP and its role on the matter Discussions with I. Benjamin, C. Wainwright re CVA background (.8) and reviewing CVA (1.2) Initial mark-up of the BLP retention documents Briefing with Ian Benjamin and Simon Clarke re background of the CVA and scope of advice required Review CVA documents. Call with Kramer Levin re upcoming call with the creditor committee. Call with the creditor committee. Update emails with Kramer Levin re declaration and application and joint report from FTI and BLP Calls with Simon Kirkhope FTI to discuss CVA and next steps Calls with FTI to discuss report to unsecured ceditors committee. Further review of CVA. Call with FTI re presentation for creditors committee Call with FTI re presentation for creditors committee Emails with KL re presentation for creditors committee Reviewing CVA documents (1.6) and agreeing next steps internally (.4) Initial work on presentation to unsecured creditors committee Further work on CVA presentation and supporting speaker notes following review of CVA. Discussions with FTI and Stephen Zide at Kramer Levin relating to PPF Review S. Clarke draft of presentation (1.4), discuss w/ S. Clarke re same (.3) Emails with FTI to discuss presentation and queries Revise declarations for application to be approved by court as counsel (.8), discussions w/ I. Benjamin re draft of presentation (.3), incorporating compliance comments and circulating to KL (.8) 304.00 Commenting on pension scheme trustee approach (.5) and follow on emails with FTI on the same (.3).
114.00 1,330.00 192.00 472.50 675.00 675.00 380.00 320.00
Call with FTI to discuss A&M feedback. Revising powerpoint on CVA incorporating resaerch on challenges to CVA and circulating to FTI. Call with FTI to discuss A&M feedback. Reviewing final CVA slides Emails with Kramer Levin and with UCC chairs (.3) and call with the same parties to discuss (.7) Reviewing slides and disclaimer wording (.6) and call with FTI on the same (.4). Update discussion with FTI (.4). Subsequent discussions in advance of commitee update call (.6). Attending Co-chair call (.7). Meeting note of call (.3).
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Case 17-34665-KLP Date Timekeeper 12/12/2017 Claire Wainwright 12/13/2017 Ian Benjamin 12/13/2017 Ian Benjamin 12/13/2017 Simon Clarke 12/13/2017 Simon Clarke 12/14/2017 Ian Benjamin 12/14/2017 Simon Clarke 12/14/2017 Simon Clarke 12/14/2017 Claire Wainwright 12/15/2017 Ian Benjamin 12/18/2017 Simon Clarke 12/18/2017 Simon Clarke 12/18/2017 Ian Benjamin 12/18/2017 Ian Benjamin 12/18/2017 12/18/2017 12/18/2017 12/19/2017 12/19/2017 12/19/2017
Claire Wainwright Claire Wainwright Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke
12/19/2017 Simon Clarke 12/19/2017 Claire Wainwright 12/20/2017 Simon Clarke 12/20/2017 Simon Clarke Legal.60622250.5.SCLR/40458/00001 Time ledger
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Hours Amount (£) Narrative 1.0 320.00 Review BLP/FTI presentation and providing comments. 1.7 1,147.50 Review comments on deck from KL (.6) provide comments to FTI (.7). Reviewing final mark up received from FTI (.4). 1.5 1,012.50 Attending UCC weekly meeting and presenting deck on CVA. 1.2 456.00 Reviewing final CVA report and changes made by FTI. 1.7 646.00 Preparation for and attendance to UCC weekly meeting where BLP and FTI presented deck on CVA (1.5). Follow up emails with Weil and Kramer Levin (.2). 1.7 1,147.50 Call with Weil London to discuss creditor concerns (.5) call with K&E London (.4) call with PPF (.3) email to US emails in and out (.5) 0.5 190.00 Call with Weil to discuss creditor concerns. 0.9 342.00 Follow up emails following Ian Benjamin's discussions with the PPF and K&E (.4). Reviewing summary to committee and amending and approving the same (.5). 0.3 96.00 Reviewing and discussing internally the update emails re discussions with PPF, UK business plan and other CVA issues 1.0 675.00 Emails with FTI re status of CVA 3.0 1,140.00 Call with FTI re status of CVA (.5). Emails with Till in BLP's German office and various foreign counsel (1.5) and revising FTI presentation (1). 0.8 304.00 Discussions internally (.3) and emails with FTI (.5) relating to the next steps following press release relating to the pension issue. 0.8 540.00 Call with FTI re other jurisdictions (.5) emails to counsel in Austria, Australia, Switzerland, Poland and Portugal (.3). 1.3 877.50 call with FTI re new article on Sky News relating to PPF position (.1). Calls with FTI and Stephen Zide at Kramer Levin (.5) and follow on emails with creditor on the same issue (.7). 0.1 32.00 Call with FTI to discuss obtaining advice from foreign counsel 0.7 224.00 Reviewing PPF position. 0.3 96.00 Review emails and presentation re insolvency in European jurisdictions 0.7 472.50 Call with KL, K&E and FTI for update on pension issues 0.7 472.50 Review mark up of retention application from KL 3.0 1,140.00 Reviewing US declaration and providing comments to Kramer on the same (1.5). Internal discussions on compliance and accounting aspects of the declaration and working to finalise the same (1.5). 0.3 114.00 General emails on update following PPF discussions (.2). Update from Ian Benjamin following download from K&E discussion (.1). 0.6 192.00 Emails in from KL and FTI on PPF and other issues. 1.6 608.00 Emails overnight with Kramer on BLP appointment application (.4). Reviewing compliance update on the same, revising and circulating to Kramer Levin (1). Internal discussions on update on CVA (.2). 0.7 266.00 Attending weekly committee call to discuss CVA.
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Case 17-34665-KLP Date 12/20/2017 12/20/2017 12/20/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/22/2017 12/22/2017 12/27/2017
Timekeeper Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke Ian Benjamin Ian Benjamin Ian Benjamin Claire Wainwright Claire Wainwright Claire Wainwright Simon Clarke Ian Benjamin Claire Wainwright Simon Clarke
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Hours Amount (£) 0.4 128.00 1.9 1,282.50 1.2 810.00 1.0 380.00 0.4 135.00 2.6 1,755.00 0.9 607.50 0.4 64.00 2.6 832.00 2.2 704.00 0.9 342.00 0.3 202.50 0.3 96.00 1.0 380.00
12/28/2017 Simon Clarke
0.8 83.5
Narrative Attending weekly Committee Call to discuss CVA. Emails throughout day with KL and FTI and Kirkland on various issues pre-CVA Co-chair call with UCC Emails and updates on CVA creditors meeting and related issues Travel to and from CVA creditors meeting 1 Attend CVA creditors meeting emails to US throughout Emails post CVA meeting and reviewing summary note prior to circulation Travel to and from CVA creditors meeting Attend CVA creditors meeting. Drafting and finalising note of meeting and circulating to Kramer Levin for wider distribution Emails with Alice Byowitz at Kramer Levin on BLP retention application queries Email to KE re PPF deal and business plan, discussions with C. Wainwright re: same. Discussing PPF deal agreed by TRU with Ian Benjamin Emails with Alice Byowitz at Kramer Levin on next steps post-CVA (.5) and reviewing Alice Byowitz's email to the Committee relating to unfair prejudice and other next actions and commenting (.5). 304.00 Checking ability to check court for CVA report with litigation colleague (.3), email to Kirkland to ask for the same (.2) and email update to Kramer Levin on the next steps (.3). 40,230.50
______________________________________________________________ 1
Non-working travel time billed at 50%. Legal.60622250.5.SCLR/40458/00001 Time ledger
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Kenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000
Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) Joshua D. Stiff (VSB No. 86105) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633
Counsel to the Official Committee of Unsecured Creditors
Local Co-Counsel to the Official Committee of Unsecured Creditors
IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION
In re: TOYS “R” US, Inc., et al., Debtors. 1
) ) ) ) ) ) )
Chapter 11 Case No. 17-34665 (KLP) (Jointly Administered)
1ST MONTHLY FEE STATEMENT OF BERWIN LEIGHTON PAISNER LLP FOR ALLOWANCE OF ADMINISTRATIVE CLAIM FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FROM DECEMBER 4, 2017 THROUGH DECEMBER 31, 2017 Name of Applicant:
Berwin Leighton Paisner LLP
Authorized to provide professional services to:
Official Committee of Unsecured Creditors Toys “R” Us, Inc., et al.
Date of retention order:
February 2, 2018 nunc pro tunc to December 4, 2017
Period for which compensation and reimbursement sought:
December 4, 2017 – December 31, 2017
1
The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78].
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Compensation sought as reasonable, actual and necessary:
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Total Amount: £40,230.50 Payment Amount: £32,184.40 (80% of Total Amount)
Expense reimbursement sought as £0.00 actual and necessary: Type of fee statement or application:
Monthly Fee Statement 2
Berwin Leighton Paisner LLP (“BLP”), special foreign counsel for the Official Committee of Unsecured Creditors of Toys “R” Us, Inc. et al., (the “Committee”), appointed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby submits this monthly fee statement (the “Monthly Fee Statement”) pursuant to: sections 328, 330, 331 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”); Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”); the Order Approving the Retention and Employment of Berwin Leighton Paisner LLP as Special Foreign Counsel to the Committee Nunc Pro Tunc to December 4, 2017 entered on February 2, 2018 [Docket No. 1674] (the “Retention Order”); and the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professional and (II) Granting Related Relief, dated October 25, 2017 [Docket No. 746] (the “Interim Compensation Order”); and respectfully requests that this Court approve compensation for reasonable, necessary and actual legal services rendered by and reimbursement of actual and necessary expenses incurred by BLP during the period of December 4, 2017 through December 31, 2017 (the “Fee Period”). By this Monthly Fee Statement, BLP seeks
2
Notice of this Monthly Fee Statement shall be served in accordance with the Interim Compensation Order (as defined herein) and objections to payment of the amounts described in this Monthly Fee Statement shall be addressed in accordance with the Interim Compensation Order.
2
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allowance of compensation for services rendered in the amount £40,230.50 and payment of fees in the amount of £32,184.40, which equals eighty percent (80%) of the allowed compensation sought herein. In support hereof, BLP states the following: Itemization of Services Rendered and Disbursements Incurred 1.
The following Exhibits are attached hereto: a. Exhibit A is a summary of prior fee statements and applications submitted by BLP and the amounts allowed by the Court in relation to these Chapter 11 Cases. b. Exhibit B is a summary providing certain information regarding the BLP attorneys and paraprofessionals for whose work compensation is sought in this Monthly Fee Statement. BLP’s attorneys and paraprofessionals expended a total of 83.5 hours during the Fee Period. The compensation and fees requested herein are reasonable, actual and necessary. c. Exhibit C is a summary of the expenses incurred by BLP during the Fee Period with respect to each type of expense for which BLP is seeking reimbursement in this Monthly Fee Statement. These disbursements comprise the requested sum for BLP’s out-of-pocket expenses. The expense reimbursements requested herein are actual and necessary. d. Exhibit D consists of BLP’s records of itemized fees and expenses incurred during the Fee Period in the rendition of the professional services to the Committee. Representations
2.
While BLP has made every effort to represent all fees and expenses incurred
during the Fee Period, some fees and expenses may not be included in this Monthly Fee Statement due to delays in accounting or processing during the Fee Period. BLP reserves the right to make further application to this Court for allowance of such fees and expenses not included herein. Subsequent monthly fee statements or applications will be filed in accordance with the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, and the Interim Compensation Order. 3
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Notice Notice of this Monthly Fee Statement has been or will shortly be provided by hand or overnight delivery, on: (i) the Debtors, Toys “R” Us, Inc., 1 Geoffrey Way, Wayne, NJ 07470, Attn: General Counsel; (ii) counsel to the Debtors, Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Anup Sathy, P.C., Chad J. Husnick, P.C., Robert A. Britton, and Emily Geier, and Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Edward O. Sassower, P.C. and Joshua A. Sussberg, P.C; (iii) co-counsel to the Debtors, Kutak Rock LLP, Bank of America Center, 901 East Byrd Street, Suite 1000, Richmond Virginia 23219, Attn: Michael A. Condyles, Peter J. Barrett, and Jeremy S. Williams; (iv) counsel to the DIP ABL Agent, Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, NY 10017, Attn: Veerle Roovers and Stephen Piraino; (v) counsel to (a) the holders under the Debtors’ debtor-in-possession notes and (b) the Ad Hoc Committee of Taj Noteholders, Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285 Avenue of the Americas, New York, NY 10019-6064, Attn: Brian S. Hermann, Samuel E. Lovett, and Kellie A. Cairns; (vi) counsel to the DIP Delaware Term Loan Agent, Wachtell, Lipton, Rosen & Katz, 51 West 52nd St. New York, NY 10019, Attn: Joshua A. Feltman; and (vii) the Office of The United States Trustee, 701 East Broad Street, Suite 4304, Richmond, Virginia 23219, Attn: Robert Van Arsdale, Esq., and 6305 Ivy Lane, Suite 600, Greenbelt, Maryland 20770, Attn: Lynn Kohen. WHEREFORE, BLP respectfully requests (i) that an allowance be made to BLP for 100% of its fees in the amount of £40,230.50 incurred during the Fee Period; and (ii) payment by the Debtors to BLP of £32,184.40, which represents the sum of 80% of total fees incurred during the Fee Period.
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Date: February 14, 2018
Respectfully submitted: /s/ Cullen D. Speckhart Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) Joshua D. Stiff (VSB No. 86105) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 Local Co-Counsel to the Official Committee of Unsecured Creditors -andKenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Counsel to Official Committee of Unsecured Creditors
5
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EXHIBIT A Prior Fee Statements, Applications and Allowances
6
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Prior Fee Statements, Applications and Allowances Date Filed/ Dkt. No.
Application Period
Fees Requested
Expenses Requested
N/A
7
Fees Approved
Expenses Approved
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EXHIBIT B Summary of Attorneys and Paraprofessionals Rendering Services during Fee Period
8
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Summary of Attorneys and Paraprofessionals Rendering Services during Fee Period The following BLP attorneys and paraprofessionals rendered professional services during the Fee Period in the amounts stated below:
Professional
Position
Hourly Billing Rate (£) 3 675.00
Total Hours Billed 32.5
Ian Benjamin
Partner
Simon Clarke
Senior Associate
380.00
36.2
13,756.00
Claire Wainwright
Associate
320.00
14.8
4,672.00
83.5
£40,230.50
Total
3
Total Compensation (£) 21,802.50
Non-working travel time billed at 50% of hourly billing rate.
9
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EXHIBIT C Summary of Reimbursable Expenses Incurred during Fee Period
10
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Summary of Reimbursable Expenses Incurred during Fee Period Expense Description
Amount (£)
N/A
0.00 Total
11
£0.00
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EXHIBIT D Itemized Description of Fees and Expenses
12
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Case 17-34665-KLP Date 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/6/2017 12/7/2017 12/7/2017 12/7/2017 12/7/2017 12/7/2017 12/8/2017 12/8/2017 12/8/2017 12/8/2017 12/10/2017 12/11/2017 12/11/2017 12/11/2017 12/11/2017
Timekeeper Ian Benjamin Ian Benjamin Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Claire Wainwright Claire Wainwright Claire Wainwright Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Claire Wainwright Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Simon Clarke Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke
0.8
12/11/2017 12/11/2017 12/11/2017 12/12/2017 12/12/2017 12/12/2017 12/12/2017 12/12/2017
0.3 3.5 0.6 0.7 1.0 1.0 1.0 1.0
Legal.60622250.5.SCLR/40458/00001 Time ledger
Desc Main
Hours Amount (£) 3.0 2,025.00 1.5 1,012.50 0.4 270.00 0.3 202.50 0.4 270.00 2.0 760.00 1.3 494.00 0.8 256.00 2.5 800.00 0.3 96.00 0.4 128.00 1.0 675.00 1.0 675.00 1.0 380.00 1.2 456.00 0.3 96.00 0.2 135.00 0.3 202.50 2.0 1,350.00 1.8 684.00 4.0 1,520.00 0.8 540.00 1.7 1,147.50 0.5 337.50 1.9 722.00
12/11/2017 Simon Clarke Simon Clarke Simon Clarke Claire Wainwright Ian Benjamin Ian Benjamin Ian Benjamin Simon Clarke Claire Wainwright
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Narrative Reviewing CVA (2.2) and discussions with S. Clarke, C. Wainwright re same (.8) Reviewing declaration for retention application Introductory call with FTI to discuss scope of the matter and roles Call with Kramer Levin to discuss background of matter and scope of advice required Call with unsecured creditors committee to introduce BLP and its role on the matter Discussions with I. Benjamin, C. Wainwright re CVA background (.8) and reviewing CVA (1.2) Initial mark-up of the BLP retention documents Briefing with Ian Benjamin and Simon Clarke re background of the CVA and scope of advice required Review CVA documents. Call with Kramer Levin re upcoming call with the creditor committee. Call with the creditor committee. Update emails with Kramer Levin re declaration and application and joint report from FTI and BLP Calls with Simon Kirkhope FTI to discuss CVA and next steps Calls with FTI to discuss report to unsecured ceditors committee. Further review of CVA. Call with FTI re presentation for creditors committee Call with FTI re presentation for creditors committee Emails with KL re presentation for creditors committee Reviewing CVA documents (1.6) and agreeing next steps internally (.4) Initial work on presentation to unsecured creditors committee Further work on CVA presentation and supporting speaker notes following review of CVA. Discussions with FTI and Stephen Zide at Kramer Levin relating to PPF Review S. Clarke draft of presentation (1.4), discuss w/ S. Clarke re same (.3) Emails with FTI to discuss presentation and queries Revise declarations for application to be approved by court as counsel (.8), discussions w/ I. Benjamin re draft of presentation (.3), incorporating compliance comments and circulating to KL (.8) 304.00 Commenting on pension scheme trustee approach (.5) and follow on emails with FTI on the same (.3).
114.00 1,330.00 192.00 472.50 675.00 675.00 380.00 320.00
Call with FTI to discuss A&M feedback. Revising powerpoint on CVA incorporating resaerch on challenges to CVA and circulating to FTI. Call with FTI to discuss A&M feedback. Reviewing final CVA slides Emails with Kramer Levin and with UCC chairs (.3) and call with the same parties to discuss (.7) Reviewing slides and disclaimer wording (.6) and call with FTI on the same (.4). Update discussion with FTI (.4). Subsequent discussions in advance of commitee update call (.6). Attending Co-chair call (.7). Meeting note of call (.3).
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Case 17-34665-KLP Date Timekeeper 12/12/2017 Claire Wainwright 12/13/2017 Ian Benjamin 12/13/2017 Ian Benjamin 12/13/2017 Simon Clarke 12/13/2017 Simon Clarke 12/14/2017 Ian Benjamin 12/14/2017 Simon Clarke 12/14/2017 Simon Clarke 12/14/2017 Claire Wainwright 12/15/2017 Ian Benjamin 12/18/2017 Simon Clarke 12/18/2017 Simon Clarke 12/18/2017 Ian Benjamin 12/18/2017 Ian Benjamin 12/18/2017 12/18/2017 12/18/2017 12/19/2017 12/19/2017 12/19/2017
Claire Wainwright Claire Wainwright Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke
12/19/2017 Simon Clarke 12/19/2017 Claire Wainwright 12/20/2017 Simon Clarke 12/20/2017 Simon Clarke Legal.60622250.5.SCLR/40458/00001 Time ledger
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Desc Main
Hours Amount (£) Narrative 1.0 320.00 Review BLP/FTI presentation and providing comments. 1.7 1,147.50 Review comments on deck from KL (.6) provide comments to FTI (.7). Reviewing final mark up received from FTI (.4). 1.5 1,012.50 Attending UCC weekly meeting and presenting deck on CVA. 1.2 456.00 Reviewing final CVA report and changes made by FTI. 1.7 646.00 Preparation for and attendance to UCC weekly meeting where BLP and FTI presented deck on CVA (1.5). Follow up emails with Weil and Kramer Levin (.2). 1.7 1,147.50 Call with Weil London to discuss creditor concerns (.5) call with K&E London (.4) call with PPF (.3) email to US emails in and out (.5) 0.5 190.00 Call with Weil to discuss creditor concerns. 0.9 342.00 Follow up emails following Ian Benjamin's discussions with the PPF and K&E (.4). Reviewing summary to committee and amending and approving the same (.5). 0.3 96.00 Reviewing and discussing internally the update emails re discussions with PPF, UK business plan and other CVA issues 1.0 675.00 Emails with FTI re status of CVA 3.0 1,140.00 Call with FTI re status of CVA (.5). Emails with Till in BLP's German office and various foreign counsel (1.5) and revising FTI presentation (1). 0.8 304.00 Discussions internally (.3) and emails with FTI (.5) relating to the next steps following press release relating to the pension issue. 0.8 540.00 Call with FTI re other jurisdictions (.5) emails to counsel in Austria, Australia, Switzerland, Poland and Portugal (.3). 1.3 877.50 call with FTI re new article on Sky News relating to PPF position (.1). Calls with FTI and Stephen Zide at Kramer Levin (.5) and follow on emails with creditor on the same issue (.7). 0.1 32.00 Call with FTI to discuss obtaining advice from foreign counsel 0.7 224.00 Reviewing PPF position. 0.3 96.00 Review emails and presentation re insolvency in European jurisdictions 0.7 472.50 Call with KL, K&E and FTI for update on pension issues 0.7 472.50 Review mark up of retention application from KL 3.0 1,140.00 Reviewing US declaration and providing comments to Kramer on the same (1.5). Internal discussions on compliance and accounting aspects of the declaration and working to finalise the same (1.5). 0.3 114.00 General emails on update following PPF discussions (.2). Update from Ian Benjamin following download from K&E discussion (.1). 0.6 192.00 Emails in from KL and FTI on PPF and other issues. 1.6 608.00 Emails overnight with Kramer on BLP appointment application (.4). Reviewing compliance update on the same, revising and circulating to Kramer Levin (1). Internal discussions on update on CVA (.2). 0.7 266.00 Attending weekly committee call to discuss CVA.
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Case 17-34665-KLP Date 12/20/2017 12/20/2017 12/20/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/21/2017 12/22/2017 12/22/2017 12/27/2017
Timekeeper Claire Wainwright Ian Benjamin Ian Benjamin Simon Clarke Ian Benjamin Ian Benjamin Ian Benjamin Claire Wainwright Claire Wainwright Claire Wainwright Simon Clarke Ian Benjamin Claire Wainwright Simon Clarke
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Desc Main
Hours Amount (£) 0.4 128.00 1.9 1,282.50 1.2 810.00 1.0 380.00 0.4 135.00 2.6 1,755.00 0.9 607.50 0.4 64.00 2.6 832.00 2.2 704.00 0.9 342.00 0.3 202.50 0.3 96.00 1.0 380.00
12/28/2017 Simon Clarke
0.8 83.5
Narrative Attending weekly Committee Call to discuss CVA. Emails throughout day with KL and FTI and Kirkland on various issues pre-CVA Co-chair call with UCC Emails and updates on CVA creditors meeting and related issues Travel to and from CVA creditors meeting 1 Attend CVA creditors meeting emails to US throughout Emails post CVA meeting and reviewing summary note prior to circulation Travel to and from CVA creditors meeting Attend CVA creditors meeting. Drafting and finalising note of meeting and circulating to Kramer Levin for wider distribution Emails with Alice Byowitz at Kramer Levin on BLP retention application queries Email to KE re PPF deal and business plan, discussions with C. Wainwright re: same. Discussing PPF deal agreed by TRU with Ian Benjamin Emails with Alice Byowitz at Kramer Levin on next steps post-CVA (.5) and reviewing Alice Byowitz's email to the Committee relating to unfair prejudice and other next actions and commenting (.5). 304.00 Checking ability to check court for CVA report with litigation colleague (.3), email to Kirkland to ask for the same (.2) and email update to Kramer Levin on the next steps (.3). 40,230.50
______________________________________________________________ 1
Non-working travel time billed at 50%. Legal.60622250.5.SCLR/40458/00001 Time ledger
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