HERRICK, FEINSTEIN LLP Stephen B. Selbst Steven B. Smith ... · Manufacturing, LLC (5506); Ample...

Hearing Date and Time: August 27, 2020 at 10:00 a.m. Objection Due Date and Time: August 20, 2020 at 4:00 p.m.

HF 13398299v.4

HERRICK, FEINSTEIN LLP Stephen B. Selbst Steven B. Smith Shivani Poddar George V. Utlik Silvia Stockman Rachel H. Ginzburg (admitted pro hac vice) 2 Park Avenue New York, New York 10016 (212) 592-1400 (212) 592-1500 (fax) [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

Attorneys for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

In re

AMPLE HILLS HOLDINGS, INC., et al.,

Debtors.1

Chapter 11

Case No. 20-41559 (NHL)

(Jointly Administered)

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: Ample Hills Holdings, Inc. (2347); Ample Hills Astoria, LLC (3001); Ample Hills Aventura, LLC (7755); Ample Hills Chelsea, LLC (1803); Ample Hills Creamery, Inc. (9650); Ample Hills Essex Street Market, LLC (8522); Ample Hills Fireboat House, LLC (6699); Ample Hills Gowanus, LLC (2450); Ample Hills Highline, LLC (0197); Ample Hills Jersey City, LLC (7428); Ample Hills LBV, LLC (6652); Ample Hills Manufacturing, LLC (5506); Ample Hills PPW, LLC (2968); Ample Hills Red Hook, LLC (4518); Ample Hills Vanderbilt, LLC (7255); Ample Hills Wholesale Online, LLC (3008).

Case 1-20-41559-nhl Doc 329 Filed 08/03/20 Entered 08/03/20 18:23:41

2 HF 13398299v.4

SUMMARY COVER SHEET TO THE FIRST FEE APPLICATION OF HERRICK, FEINSTEIN LLP

FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES INCURRED AS BANKRUPTCY COUNSEL TO THE DEBTORS

FOR THE PERIOD FROM MARCH 15, 2020 THROUGH JUNE 30, 2020

General Information

Name of Applicant: Herrick, Feinstein LLP (“Herrick”)

Role of Herrick: Bankruptcy Counsel to the Debtors

Petition Date: March 15, 2020

Date of Retention: May 8, 2020, effective as of March 15, 2020

Prior Applications: 0

Summary of Fees and Expenses Sought in this Application

Period Covered by this Application: March 15, 2020 through June 30, 2020

(“Compensation Period”)

Amount of Compensation Sought $589,709.20

Amount of Expense Reimbursement Sought $31,976.86

Total Compensation and Expenses Requested for the Compensation Period:

$621,686.06

Summary of Fees and Expenses Sought in this Application

Blended Rate in this Application for All Attorneys: $473.1

Blended Rate in this Application for All Timekeepers: $457.78

Number of Timekeepers Included in this Application:

16 (14 attorneys; 2 paraprofessionals and other non-legal staff)

Number of Attorneys Billing Fewer than 15 Hours to the Case During the Compensation Period:

6

Increase in Rates Since Date of Retention: 0Interim or Final Application: Interim


3 HF 13398299v.4

COMPENSATION BY PROFESSIONAL MARCH 15, 2020 THROUGH AND INCLUDING JUNE 30, 2020

Name of Professional

Position DepartmentYear

Admitted

Rate 2019-2020

($)

Total Hours Billed

Total Compensation

($)

Stephen B. Selbst Partner Restructuring &

Bankruptcy1984 800.00 90.70 72,560.00

Steven B. Smith Partner Restructuring &

Bankruptcy2001 612.00 15.10 9,241.20

Shivani Poddar Partner Litigation 2011 500.00 95.90 47,950.00

Louis Tuchman Partner Taxes 1984 828.00 3.70 3,063.60

Carol M. GoodmanPartner Litigation/

Employment 1991 664.00 .50 332.00

Alan R. Lyons Partner Insurance 1998 584.00 8.4 4,905.60

George V. Utlik Counsel Restructuring &

Bankruptcy2008 500.00 444.60 222,300.00

Joel Wagman Counsel Corporate 1981 664.00 47.90 31,805.60

Fred Green Counsel Corporate 1985 744.00 .30 223.20

Kamila Rodrigues Associate Real Estate 2015 360.00 .30 108.00

Rachel Ginzburg Associate Restructuring &

Bankruptcy2017 348.00 310.30 107,984.40

Silvia Stockman Associate Restructuring &

Bankruptcy2016 348.00 110.30 38,384.40

Samuel Lifton Associate Corporate 2016 336.00 34.30 11,524.80

Douglas Kopf Managing Attorney

Managing Attorney

2016 328.00 3.50 1,148.00

Larisa Poretsky Paralegal Restructuring &

Bankruptcy 312.00 122.20 38,126.40

Anabella Cruz Managing Attorney’s

Office

Managing Attorney’s

Office 260.00 .20 52.00


4 HF 13398299v.4

TOTAL FEES FOR THE COMPENSATION PERIOD

PROFESSIONALS BLENDED RATE TOTAL HOURS BILLED

TOTAL COMPENSATION

Partners $644.2 214.30 $138,052.4

Counsel $516.10 492.8 $254,328.8

Associates $346.96 458.7 $159,149.6

Paraprofessionals and Other Non-Legal Staff

$311.92 122.4 $38,178.4

Blended Attorney Rate $473.1

Blended Rate for All Timekeepers $457.78

Total Fees Incurred $589,709.20

TOTAL BY TASK CODE MARCH 15, 2020 THROUGH AND INCLUDING JUNE 30, 2020

Task Code Total Hours

Billed Total Amount ($)

Case Administration - B110 205.30 87,295.60

Asset Analysis and Recovery - B120 4.10 1,974.00

Asset Disposition - B130 545.60 266,336.00

Relief from Stay/Adequate Protection - B140 16.70 6,271.60

Meetings of and Communications with Creditors - B150 58.20 24,609.60

Fee/Employment Applications - B160 81.60 33,180.00


5 HF 13398299v.4

Fee/Employment Objections - B170 26.20 11,701.60

Assumption/Rejection of Leases/Contracts - B185 8.80 3,135.20

Contested Matters (excl. assumption/rejection) - B190 117.90 51,750.00

Non-working travel - B195 0.40 139.20

Business Operations - B210 34.00 16,560.00

Financing/Cash Collections - B230 124.60 56,995.20

Tax Issues - B240 16.60 9,424.80

Real Estate - B250 0.30 240.00

Board of Directors Matters - B260 0.30 93.60

Claims Administration and Objection - B310 15.20 5,685.20

Plan and Disclosure Statement (incl. Business Plan) - B320 0.30 150.00

General Bankruptcy Advice/Opinions - B410 32.10 14,167.60

Total 1,288.20 589,709.20

EXPENSE SUMMARY MARCH 15, 2020 THROUGH AND INCLUDING JUNE 30, 2020

Description Amount billed ($)

Professional Services 683.85

Filing/recording/searches 28,118.00

Court Reporter 710.55

Shipping 17.96

Overtime Travel 9.36

Meals 129.30

E-copy 8.28

Pacer Charges 142.20


6 HF 13398299v.4

Online Research West 1,331.36

Printing 27.00

Local Travel 19.00

Document Processing 780.00

Total 31,976.86


Hearing Date and Time: August 27, 2020 at 10:00 a.m. Objection Due Date and Time: August 20, 2020 at 4:00 p.m.

HF 13398299v.4

HERRICK, FEINSTEIN LLP Stephen B. Selbst Steven B. Smith Shivani Poddar George V. Utlik Silvia Stockman Rachel H. Ginzburg (admitted pro hac vice) 2 Park Avenue New York, New York 10016 (212) 592-1400 (212) 592-1500 (fax) [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]



In re


Debtors.1

Chapter 11

Case No. 20-41559 (NHL)


FIRST FEE APPLICATION OF HERRICK, FEINSTEIN LLP FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES

INCURRED AS BANKRUPTCY COUNSEL TO THE DEBTORS FOR THE PERIOD FROM MARCH 15, 2020 THROUGH JUNE 30, 2020

TO: HONORABLE NANCY HERSHEY LORD UNITED STATES BANKRUPTCY JUDGE:



2 HF 13398299v.4

Herrick, Feinstein LLP (“Herrick,” or the “Firm”), as bankruptcy counsel to Ample Hills

Holdings, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), in

the above-captioned chapter 11 cases (the “Chapter 11 Cases”) for its first application for

allowance of compensation and reimbursement of expenses (the “Fee Application” or the

“Application”) incurred on behalf of the Debtors from March 15, 2020 through June 30, 2020

(the “Compensation Period”), pursuant to sections 105, 330, 331 and 503(b) of chapter 11, title

11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 2016-1 of the Local Bankruptcy Rules

for the Eastern District of New York (the “Local Bankruptcy Rules”), respectfully represents as

follows:

SUMMARY OF THE FEE APPLICATION

1. Herrick seeks entry of an order allowing (i) Herrick’s attorneys’ fees in the

amount of $589,709.20 for the Compensation Period; and (ii) reimbursement of expenses in the

amount of $31,976.86 for the Compensation Period, as set forth more fully herein. During the

Compensation Period, Herrick attorneys and paraprofessionals expended a total of 1,288.2 hours

for which compensation is requested. A schedule setting forth the number of hours expended by

each attorney and paraprofessional, their hourly rates, and the year of bar admission for each

attorney is annexed hereto as Exhibit A. A summary of compensation requested by project

category is annexed hereto as Exhibit B. Detailed time records for the Compensation Period are

annexed as Exhibit C. A summary of the expenses for which Herrick seeks reimbursement is

annexed hereto as Exhibit D.

2. This Fee Application has been prepared in accordance with the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, the Guidelines for Fees and Disbursements for


3 HF 13398299v.4

Professionals in Eastern District of New York Bankruptcy Cases pursuant to General Order 613

(June 4, 2013) (the “Local Guidelines”), and the U.S. Trustee Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330

effective November 1, 2013 (the “UST Guidelines,” and, together with the Local Guidelines, the

“Guidelines”). A certification of compliance with the Guidelines is annexed hereto as Exhibit

E.

BACKGROUND

3. On March 15, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for

relief under chapter 11 the Bankruptcy Code in this Court, commencing the above-captioned

chapter 11 cases (the “Chapter 11 Cases”) to restructure their affairs and to pursue a sale process

that would maximize the value of their assets for the benefit of all of the Debtors’ creditors.2

4. The Debtors are authorized to continue to operate their businesses and manage

their properties as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy

Code.

5. The Debtors’ cases are jointly administered as of March 17, 2020, pursuant to the

Order Directing Joint Administration of These Chapter 11 Cases [Dkt. No. 23].

6. On March 17, 2020, the Debtors filed their Motion for Orders Pursuant to

Sections 105(a), 363, 365 and 503 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004

and 6006; (A)(i) Establishing Bidding Procedures and Bid Protections in Connection With the

Sale of Substantially All of the Debtors’ Assets, (ii) Approving the Form and Manner of Notices,

(iii) Authorizing the Selection of a Stalking Horse Bidder and (iv) Setting a Sale Hearing Date;

and (B)(i) Approving the Sale of Substantially All of the Debtors’ Assets Free and Clear of Liens,

2 Information about the Debtors and the events leading up to the Petition Date can be found in the Declaration of Daniel Scouler Under Rule 1007-4 [Dkt. No. 3] and Declarations of Phillip Brian David Smith Under Rule 1007-4 [Dkt. Nos. 10, 32], incorporated herein by reference.


4 HF 13398299v.4

Claims and Encumbrances, (ii) Authorizing the Assumption and Assignment of Certain

Unexpired Leases and Executory Contracts; and (C) Granting Related Relief [Dkt. No. 18] (the

“Bidding Procedures Motion”).

7. On April 13, 2020, the Court entered the Order (I) Establishing Bidding

Procedures and Bid Protections in Connection with the Sale of Substantially All of the Debtors’

Assets, (II) Approving the Form and Manner of Notices, (III) Authorizing the Selection of a

Stalking Horse Bidder, and (IV) Setting a Sale Hearing Date [Dkt. No. 91] (the “Bidding

Procedures Order”).

8. On April 16, 2020, the United States Trustee for the Eastern District of New York

(the “U.S. Trustee”) appointed the statutory committee of unsecured creditors (the “Committee”)

under section 1102 of the Bankruptcy Code.

9. On April 16, 2020, the Debtors filed their Notice of Auction and Hearing to

Consider Approval of the Sale of Substantially All of the Debtors’ Assets [Dkt. No. 105] (the

“Notice of Auction”).

10. On April 20, 2020 at 2:00 p.m., the Office of the United States Trustee conducted

the Section 341 meeting of creditors, at which the Debtors’ CEO and CRO appeared and

answered questions regarding the Debtors’ financial affairs. See Notice of Electronic Filing

Procedure Information Regarding Meeting of Creditors [Dkt. No. 16].

11. On May 1, 2020, May 2, 2020, May 6, 2020, and May 7, 2020, the Debtors filed

their schedules and statements of financial affairs (the “Schedules and SOFAs”).

12. On May 6, 2020, the U.S. Trustee appointed the Consumer Privacy Ombudsman,

Alan Chapell [Dkt. No. 200] (the “Ombudsman”).


5 HF 13398299v.4

13. On May 7, 2020, the Debtors filed their Notice of Their Intent to Potentially

Assume and Assign Certain Unexpired Leases and Executory Contracts and the Cure Amounts

[Dkt. No. 202] (the “Cure Notice”).

14. On May 8, 2020, the Bankruptcy Court entered the Order Approving Retention of

Herrick, Feinstein LLP as Attorneys for the Debtors as of the Petition Date [Dkt. No. 203] (the

“Herrick Retention Order”). A copy of the Herrick Retention Order is attached hereto as Exhibit

F.

15. On June 8, 2020, the Office of the United States Trustee conducted and concluded

a continued Section 341 meeting of creditors, when the Debtors’ CEO and CRO appeared and

answered questions regarding the Debtors’ Schedules and SOFAs. See Notice of Reset of Section

341 Meeting of Creditors [Dkt. No. 253].

16. On June 9, 2020, the Debtors filed their Notice of (I) Designation of Successful

Bidder; and (II) Cancellation of Auction [Dkt. No. 259], indicating that the Debtors received

only one Qualified Bid before the Bid Deadline (as defined in the Bidding Procedures Order) and

cancelled the Auction.

17. On June 30, 2020, the Court held a hearing on approval of the Debtors’ sale of

their assets pursuant to the Bidding Procedures Order.

18. On July 8, 2020, after round-the-clock negotiations between the Debtors, the

Committee, Flushing Bank, the Purchaser, and certain of the Debtors’ landlords, the Court

entered the Order (i) Approving the Sale of Substantially All of the Debtors’ Assets Free and

Clear of Liens, Claims, Encumbrances, and Interests, (ii) Authorizing the Assumption and

Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Such Sale;

and (iii) Granting Related Relief [Dkt. No. 320] (the “Sale Order”).


6 HF 13398299v.4

HERRICK’S REQUESTED COMPENSATION AND REIMBURSEMENT SHOULD BE ALLOWED

19. Section 330 of the Bankruptcy Code provides that a court may award a

professional employed under section 327 of the Bankruptcy Code “reasonable compensation for

actual necessary services rendered . . . and reimbursement for actual, necessary expenses.” 11

U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation

and reimbursement:

In determining the amount of reasonable compensation to be awarded . . . the court shall consider the nature, extent, and the value of such services, taking into account all relevant factors, including—

(a) the time spent on such services; (b) the rates charged for such services; (c) whether the services were necessary to the administration of, or

beneficial at the time at which the service was rendered toward the completion of, a case under this title;

(d) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed;

(e) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and

(f) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3).

20. As set forth below, Herrick respectfully submits that the services for which it

seeks compensation in this Fee Application were, at the time rendered, beneficial to the Debtors

and their estates, and necessary to protect and preserve the Debtors’ estates for the benefit of

their creditors. Herrick further respectfully submits that it performed the services for the Debtors

economically, effectively, and efficiently, and the results obtained benefited the Debtors’ estates.

Herrick further asserts that the compensation requested herein is reasonable in light of the nature,


7 HF 13398299v.4

extent, and value of such services to the Debtors, their estates, creditors, and all parties in

interest.

21. Moreover, Herrick’s hourly rates are set at a level designed to compensate Herrick

fairly for the work of its attorneys and paraprofessionals, and to cover certain fixed and routine

expenses. Hourly rates vary with the experience and seniority of the individuals, are subject to

periodic adjustments to reflect economic and other conditions and are consistent with the rates

charged elsewhere.

SERVICES RENDERED BY HERRICK DURING THE COMPENSATION PERIOD

22. This is Herrick’s first application for an allowance of compensation and

reimbursement of expenses pursuant to section 330 of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, and the Guidelines. Herrick has not received any compensation of its

fees or reimbursement of its expenses during the duration of these Chapter 11 Cases.

23. During the Compensation Period, Herrick rendered significant professional

services to the Debtors solely in connection with these Chapter 11 Cases and on behalf of the

Debtors in accordance with Herrick’s professional responsibilities. The services performed were

necessary to the administration of these Chapter 11 Cases and were beneficial at the time at

which the services were rendered. All services were performed within a reasonable amount of

time commensurate with the complexity, importance, and nature of the issue or task addressed.

24. Herrick has maintained contemporaneous records of the time expended for the

professional services performed in connection with the proceedings and of the expenses incurred

in rendering its services on behalf of the Debtors. Such records are maintained in the ordinary

course of Herrick’s business. Herrick’s time records are recorded by project categories based


8 HF 13398299v.4

upon the suggested project categories contained in the Guidelines and provide a detailed

description of the services rendered during the Compensation Period.

25. As such, Herrick submits that the compensation sought herein is reasonable

within the meaning of sections 330 and 331 of the Bankruptcy Code.

26. As set forth in the Application cover sheet submitted herewith, Herrick rendered a

total of 1,288.20 hours of professional services during the Compensation Period, for which it

seeks compensation of $589,709.20. Herrick also incurred $31,976.86 in out-of-pocket expenses

which were “actual, necessary expenses” in connection with rendering the professional services

described herein. The Application cover sheet also includes: (i) a chart summarizing the amount

of time spent by each individual performing services on behalf of the Debtors during the

Compensation Period and the hourly rate of each professional, and (ii) a chart summarizing

disbursements, divided by category and amount, incurred by Herrick on behalf of the Debtors

during the Compensation Period.

27. To apprise the Court of the legal services rendered during the Compensation

Period, Herrick sets forth the following summary. The summary is intended only to highlight the

categories of services performed by Herrick on behalf of the Debtors. The exact detail of the

services performed is attached as Exhibit C. The below description does not include summaries

for certain task codes for which a de minimis amount of time (i.e., fewer than 5 hours) was billed

during the Compensation Period.

A. Case Administration (B110): This category relates to services performed in connection with coordination and compliance activities, and general administration of these cases not covered by another category herein. During the Compensation Period, Herrick, among other things: (i) coordinated tasks and responsibilities among the Debtors’ CRO, the Debtors’ CEO, and Herrick attorneys; (ii) reviewed and analyzed correspondence and pleadings and forwarded them to the appropriate parties; (iii) conferred and corresponded regarding case administration issues; (iv) attended to various calendaring matters,


9 HF 13398299v.4

including coordination of scheduling with parties in interest, the U.S. Trustee, and the Court; (v) coordinated the preparation of the Debtors’ Schedules and SOFAs with Stretto and the Debtors’ CRO; and (vi) prepared monthly operating reports.

Fees: $87,295.60; Hours: 205.30

B. Asset Disposition (B130): This category relates to services performed in connection with the disposition of the Debtors’ assets. Herrick focused on a successful sale of the Debtors’ assets. Work performed in this category was particularly challenging due to the COVID-19 pandemic. Herrick (i) drafted and obtained approval of the bidding procedures; (ii) assisted in due diligence requests; (iii) interfaced with the Debtors, the Committee, Flushing Bank, U.S. Trustee, and counsel to the bidders; and (iv) ultimately, represented the Debtors at the sale hearing, obtained approval of the sale, and closed a successful transaction. Work here also included negotiations with numerous parties to executory contracts regarding proposed assumptions and assignments of the Debtors’ leases to landlords.

Fees: $266,336.00; Hours: 545.60

C. Relief from Stay/Adequate Protection Proceedings (B140): This category relates to services performed in connection with matters relating to termination of the automatic stay under section 362. Specifically, three motions for relief from the automatic stay were filed, two of which were ultimately withdrawn without hearing, and one of which the Debtors resolved with Flushing Bank.

Fees: $6,271.60; Hours: 16.70

D. Meetings of and Communications with Creditors (B150): This category relates to services performed responding to numerous creditors’ inquiries regarding various aspects of the Chapter 11 Cases, including preparing for and attending multiple 341 meetings of creditors. This category also relates to general communications with the creditors’ committee, which communications are not otherwise covered by any other category. As a result of Herrick’s communications and accommodations with respect to individual creditors and the creditors’ committee, very few objections were filed to the relief sought by the Debtors in these Chapter 11 Cases.

Fees: $24,609.60; Hours: 58.20

E. Fee/Employment Applications (B160): This category relates to services performed in connection with preparing employment and fee applications for Herrick and other professionals retained by the estates. With respect to this category, Herrick, among other things: (i) prepared Herrick’s retention application; (ii) prepared Scouler Kirchhein’s retention application; (iii) prepared


10 HF 13398299v.4

Stretto’s retention application; (iv) conducted conflicts checks and related review; (v) discussed and resolved retention issues with the Committee, Flushing Bank, and the U.S. Trustee; and (vi) coordinated preparation of the fee applications for all professionals, including the Consumer Privacy Ombudsman.

Fees: $33,180.00; Hours: 81.60

F. Fee/Employment Objections (B170): This category relates to services performed in connection with objections filed to retention applications. Herrick engaged in negotiations with the U.S. Trustee, the creditors’ committee and Flushing Bank. Flushing Bank filed objections to the retentions of Scouler Kirchhein and Stretto. Herrick’s negotiations resulted in the creditors’ committee and the U.S. Trustee not filing any objections to retention of the estates’ professionals on the record. Herrick also resolved Flushing Bank’s objections to the retention of Scouler Kirchhein. Flushing Bank’s remaining objection was overruled on the record.

Fees: $11,701.60; Hours: 26.20

G. Assumption/Rejection of Leases/Contracts (B185): This category relates to work done in connection with assumption and rejection of various unexpired leases and executory contracts, including communications with various contract and lease counterparties, and drafting related motions.

Fees: $3,135.20; Hours: 8.80

H. Contested Matters (excluding assumption/rejection) (B190): This category relates to preparation for and communications related to matters that were contested by parties that are not covered in any other categories. Among other things, Herrick responded to informal and formal objections set forth by Flushing Bank, the U.S. Trustee, and others to the Debtors’ first day motions.

Fees: $51,750.00; Hours: 117.90

I. Business Operations (B210): This category relates to work done in connection with issues related to the Debtors operating in chapter 11, such as employee, vendor and management issues and other similar problems. During the Compensation Period, Herrick, among other things: (i) tended to issues with wages and employees including issues related to layoffs and WARN notices; (ii) implemented the terms of various first-day and second-day orders, including (a) bank account order, (b) utility order, and (c) wage order; (iii) tended to issues with and questions surrounding inventory, including disposal and donations of expired inventory; and (iv) came up with a plan regarding suspension of operations and other remedial actions in response to the COVID-19 pandemic.

Fees: $16,560.00; Hours: 34.00


11 HF 13398299v.4

J. Financing/Cash Collections (B230): This category relates to services performed in connection with matters under sections 363 and 364 of the Code. Herrick spent significant time working on matters under this category, which included, among other things: (i) prepared motion for use for cash collateral, and all schedules and other required documents in connection with same; (ii) negotiated with Flushing Bank for interim use of cash collateral and obtained various consensual resolutions regarding same; (iii) worked with the Debtors’ CRO to ascertain options with respect to SBA relief loans; (iv) negotiated carve-outs for the Debtors’ professionals (including Herrick, Stretto, and Scouler Kirchhein), the Committee, the Consumer Privacy Ombudsman, and the U.S. Trustee; (v) addressed and resolved various issues raised by Flushing Bank; and (vi) worked with the Debtors’ CRO to prepare proposed budget to actual reports, at the request of Flushing Bank.

Fees: $56,995.20; Hours: 124.60

K. Tax Issues (B240): This category relates to work done in connection with matters related to the Debtors’ tax obligations, including preparing a motion authorizing payment of taxes, responding to inquiries from the Internal Revenue Service, and analyzing tax issues for purposes of the asset purchase agreement relating to the sale of all of the Debtors’ assets.

Fees: $9,424.80; Hours: 16.6

L. Claims Administration and Objection (B310): This category relates to work done in connection with the claims bar date motion. Herrick drafted, finalized, and filed the motion setting the bar dates.

Fees: $5,685.20; Hours: 15.20

M. General Bankruptcy Advice/Opinions (B410): This category relates to work done in connection with the initiation of the Chapter 11 Cases that does not fit into any of the aforementioned categories, including communications and meetings with the U.S. Trustee and advice to the Debtors’ CRO and CEO with respect to a variety of standards and requirements under the Bankruptcy Code and Bankruptcy Rules.

Fees: $14,167.60; Hours: 32.10

DISBURSEMENTS

28. Herrick has disbursed $31,976.86 in expenses incurred in providing professional

services during the Compensation Period. These expenses do not exceed the maximum rate set


12 HF 13398299v.4

by the Guidelines. These charges are intended to cover Herrick’s costs, which costs are not

incorporated into Herrick’s hourly fees.

29. All of the disbursements were necessarily incurred and reasonable in amount. If

the Court requests, the documentation substantiating these expenses will be made available.

30. It should be noted that all disbursements, including, but not limited to,

photocopying and facsimiles have been modified to conform with the limitations as provided in

the Guidelines.

31. In sum, Herrick respectfully submits that the professional services provided by the

Firm on behalf of the Debtors and their estates during the Chapter 11 Cases were necessary and

appropriate given the complexity of the Chapter 11 Cases, the time expended by Herrick, the

nature and extent of Herrick’s services provided, the value of Herrick’s services to the estates, and

the cost of comparable services outside of bankruptcy, all of which are relevant factors set forth in

section 330 of the Bankruptcy Code. Accordingly, Herrick respectfully submits that approval of

the compensation sought herein is warranted under the circumstances.

NOTICE

32. Notice of this Fee Application shall be given by e-mail upon: (i) the Debtors’

CEO, Mr. Brian Smith, and CRO, Mr. Dan Scouler; (ii) counsel for the Lender, Certilman Balin

Adler & Hyman LLP, 90 Merrick Avenue, East Meadow, New York 11554 (Attn: Richard J.

McCord, Esq.); (iii) counsel for the Office of the United States Trustee for Region 2, 201 Varick

Street, Suite 1006, New York, NY 10014 (Attn: Nazar Khodorovsky, Esq. and Reema Lateef,

Esq.); and (iv) counsel to the Official Committee of Unsecured Creditors, Porzio, Bromberg &

Newman, P.C., 100 Southgate Parkway, Morristown NJ 07960 (Attn: David E. Sklar, Esq.); and

(v) all parties who formally appeared and requested notice and service in these Chapter 11 Cases.


13 HF 13398299v.4

33. No previous request for the relief sought herein has been made by the Debtors to

this or any other court.

WHEREFORE, Herrick respectfully requests that the Court enter an Order (i) awarding

Herrick compensation for services provided during the Compensation Period in the amount of

$589,709.20 and reimbursement of actual, reasonable and necessary expenses incurred during

the Compensation Period in the amount of $31,976.86; (ii) authorizing and directing the Debtors

to remit payment to Herrick for such fees and expenses; and (iii) granting such further relief as

the Court deems just and equitable.

Dated: August 3, 2020 HERRICK, FEINSTEIN LLP New York, New York

By: /s/ Stephen B. SelbstStephen B. Selbst Steven B. Smith Shivani Poddar George Utlik Silvia Stockman Rachel Ginzburg (admitted pro hac vice) [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]



HF 13398299v.4

EXHIBIT A (SERVICES BY PROFESSIONAL)


HF 13398299v.4

Name of Professional

Position DepartmentYear

Admitted

Rate 2019-2020

($)

Total Hours Billed

Total Compensation

($)

Stephen B. Selbst Partner Restructuring &

Bankruptcy1984 800.00 90.70 72,560.00

Steven B. Smith Partner Restructuring &

Bankruptcy2001 612.00 15.10 9,241.20

Shivani Poddar Partner Litigation 2011 500.00 95.90 47,950.00

Louis Tuchman Partner Taxes 1984 828.00 3.70 3,063.60

Carol M. GoodmanPartner Litigation/

Employment 1991 664.00 .50 332.00

Alan R. Lyons Partner Insurance 1998 584.00 8.4 4,905.60

George V. Utlik Counsel Restructuring &

Bankruptcy2008 500.00 444.60 222,300.00

Joel Wagman Counsel Corporate 1981 664.00 47.90 31,805.60

Fred Green Counsel Corporate 1985 744.00 .30 223.20

Kamila Rodrigues Associate Real Estate 2015 360.00 .30 108.00

Rachel Ginzburg Associate Restructuring &

Bankruptcy2017 348.00 310.30 107,984.40

Silvia Stockman Associate Restructuring &

Bankruptcy2016 348.00 110.30 38,384.40

Samuel Lifton Associate Corporate 2016 336.00 34.30 11,524.80

Douglas Kopf Managing Attorney

Managing Attorney

2016 328.00 3.50 1,148.00

Larisa Poretsky Paralegal Restructuring &

Bankruptcy 312.00 122.20 38,126.40

Anabella Cruz Court Clerk Managing

Attorney 260.00 .20 52.00


HF 13398299v.4

EXHIBIT B (SUMMARY BY PROJECT CATEGORY)


HF 13398299v.4

Task Code Total Hours

Billed Total Amount ($)

Case Administration - B110 205.30 87,295.60

Asset Analysis and Recovery - B120 4.10 1,974.00

Asset Disposition - B130 545.60 266,336.00

Relief from Stay/Adequate Protection - B140 16.70 6,271.60

Meetings of and Communications with Creditors - B150 58.20 24,609.60

Fee/Employment Applications - B160 81.60 33,180.00

Fee/Employment Objections - B170 26.20 11,701.60

Assumption/Rejection of Leases/Contracts - B185 8.80 3,135.20

Contested Matters (excl. assumption/rejection) - B190 117.90 51,750.00

Non-working travel - B195 0.40 139.20

Business Operations - B210 34.00 16,560.00

Financing/Cash Collections - B230 124.60 56,995.20

Tax Issues - B240 16.60 9,424.80

Real Estate - B250 0.30 240.00

Board of Directors Matters - B260 0.30 93.60

Claims Administration and Objection - B310 15.20 5,685.20

Plan and Disclosure Statement (incl. Business Plan) - B320 0.30 150.00

General Bankruptcy Advice/Opinions - B410 32.10 14,167.60

Total 1,288.20 589,709.20


HF 13398299v.4

EXHIBIT C (DETAILED TIME RECORDS)





























































































































































































































































































































HF 13398299v.4

EXHIBIT D (SUMMARY OF EXPENSES)


HF 13398299v.4

Description Amount billed ($)

Professional Services 683.85

Filing/recording/searches 28,118.00

Court Reporter 710.55

Shipping 17.96

Overtime Travel 9.36

Meals 129.30

E-copy 8.28

Pacer Charges 142.20

Online Research West 1,331.36

Printing 27.00

Local Travel 19.00

Document Processing 780.00

Total 31,976.86


HF 13398299v.4

EXHIBIT E (CERTIFICATION)


HF 13398299v.4

HERRICK, FEINSTEIN LLP Stephen B. Selbst Steven B. Smith Shivani Poddar George V. Utlik Silvia Stockman Rachel H. Ginzburg (admitted pro hac vice) 2 Park Avenue New York, New York 10016 (212) 592-1400 (212) 592-1500 (fax) [email protected]@herrick.com [email protected]@[email protected]@herrick.com

Attorneys for the Debtor and Debtor in Possession


In re


Debtors.1

Chapter 11

Case No. 20-41559 (NHL)


CERTIFICATION PURSUANT TO THE GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN EASTERN DISTRICT OF NEW YORK BANKRUPTCY CASES IN SUPPORT OF

THE FIRST FEE APPLICATION OF HERRICK, FEINSTEIN LLP



3 HF 13398299v.4

I, Stephen B. Selbst, hereby declare that the following is true and correct to the best of

my knowledge, information, and belief:

1. I am a member of the firm of Herrick, Feinstein LLP (“Herrick”), which

maintains offices for the practice of law at, among other places, 2 Park Avenue, New York, NY

10016. I am an attorney at law, admitted in, practicing in, and a member in good standing of,

among others, the bars of the States of New York, the Eastern District of New York, and the

Southern District of New York.

2. I submit this certification in support of the First Interim Fee Application of

Herrick, Feinstein LLP for Allowance of Fees and Reimbursement of Expenses Incurred as

Bankruptcy Counsel to the Debtors for the Period March 15, 2020 through June 30, 2020 (the

“Fee Application”) for an award of compensation for services rendered and reimbursement of

expenses in connection with representing Ample Hills Holdings, Inc. and its affiliated debtors

and debtors in possession (collectively, the “Debtors”), pursuant to the Guidelines. I am a

professional designated by Herrick with the responsibility for compliance with the Guidelines.

3. I have read the Fee Application and to the best of my knowledge, information and

belief, formed after reasonable inquiry, the Fee Application complies with the requirements set

forth in the Guidelines. To the best of my knowledge, information and belief formed after

reasonable inquiry, the fees and disbursements sought fall within the Guidelines, as set forth in

the Fee Application and in the exhibits annexed thereto. The fees and disbursements sought by

Herrick are billed at rates and in accordance with the practices customarily employed by Herrick

and generally accepted by Herrick’s clients.


4 HF 13398299v.4

4. Herrick has served a copy of its Fee Application upon the Debtors’ CRO and

CEO and the Office of the United States Trustee, counsel for the unsecured creditors’ committee,

and counsel for the secured creditor in accordance with the Guidelines.

5. It is currently anticipated that I, or my colleague, George V. Utlik, will represent

Herrick at the hearing on the Fee Application.

6. In making disbursements and incurring expenses on behalf of the Debtors,

Herrick has sought only to obtain reimbursement and not to make a profit on such disbursements.

To the best of my knowledge, in charging for a particular service, Herrick does not include in the

amount of reimbursement amortization of the cost of any investment, equipment or capital

outlay. With respect to reimbursement for services which have been purchased or contracted

from a third party, Herrick requests only the amount billed to it by the third party vendor and

paid by or incurred by Herrick to such vendor. A summary of Herrick’s disbursements and

expenses incurred during the Service Period is attached as Exhibit D to the Fee Application and

the receipts and miscellaneous back-up documentation will be made available upon request.

7. The Debtor has been provided with statements of fees and disbursements accrued

during the Service Period in accordance with the Guidelines.

8. To the extent that the Fee Application does not comply in all respects with the

requirements of Local Bankruptcy Rule 2016-1, I believe that such deviations are not material

and respectfully request that any such requirements be waived.

Dated: New York, New York August 3, 2020

/s/Stephen B. Selbst Stephen B. Selbst


HF 13398299v.4

EXHIBIT F (HERRICK RETENTION ORDER)


UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re AMPLE HILLS HOLDINGS, INC., et al., Debtors.1

Chapter 11 Case No. 20-41559-nhl (Jointly Administered)

ORDER APPROVING RETENTION OF HERRICK, FEINSTEIN LLP AS ATTORNEYS

FOR THE DEBTORS AS OF THE PETITION DATE Upon the application (the “Application”) of the above-captioned debtors (the “Debtors”)

seeking approval of the Debtors’ retention of Herrick, Feinstein LLP (“Herrick”) as their attorneys

in connection with these Title 11 cases, pursuant to 11 U.S.C. § 327(a), effective as of March 15,

2020 (the “Petition Date”), and upon the Declaration of Stephen B. Selbst (the “Selbst

Declaration”) and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334, venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409, this is a core

proceeding pursuant to 28 U.S.C. § 157(b), and notice of the Motion being adequate and

appropriate under the circumstances; and no objection to the Motion having been filed;2 and a

telephonic hearing on the Motion having been held on May 5, 2020; and the Court having found

and determined that the relief sought in the Motion is in the best interests of the Debtors, their

estates, creditors, and all parties in interest and that the legal and factual bases set forth in the

1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification

number, are as follows: Ample Hills Holdings, Inc. (2347); Ample Hills Astoria, LLC (3001); Ample Hills Aventura, LLC (4022); Ample Hills Chelsea, LLC (1803); Ample Hills Creamery, Inc. (9650); Ample Hills Essex Street Market, LLC (8522); Ample Hills Fireboat House, LLC (6699); Ample Hills Gowanus, LLC (2450); Ample Hills Highline, LLC (0197); Ample Hills Jersey City, LLC (7428); Ample Hills LBV, LLC (6652); Ample Hills Manufacturing, LLC (5506); Ample Hills PPW, LLC (2968); Ample Hills Red Hook, LLC (4518); Ample Hills Vanderbilt, LLC (7255); Ample Hills Wholesale Online, LLC (3008).

2 See Certificate of No Objection to the Debtors’ Application for Entry of an Order Approving the Employment and Retention of Herrick, Feinstein LLP as Attorneys to the Debtors Effective as of the Petition Date [ECF No. 193].

Case 1-20-41559-nhl Doc 203 Filed 05/08/20 Entered 05/08/20 15:02:56Case 1-20-41559-nhl Doc 329 Filed 08/03/20 Entered 08/03/20 18:23:41

Motion establish just cause for the relief granted herein; and after due deliberation and sufficient

cause having been shown; it is hereby

ORDERED, that the Application is granted as set forth herein, and the Debtors’ retention

of Herrick is hereby approved effective as of the Petition Date, subject to the provisions below;

and it is further

ORDERED, that any disputes regarding Herrick’s fees during the pendency of these

Chapter 11 Cases are subject to the exclusive jurisdiction of the Bankruptcy Court,

notwithstanding any language in the Engagement Letter to the contrary; and it is further

ORDERED, that Herrick will charge the Debtors $0.10 per page for duplication and

photocopies in accordance with General Order No. 613: The Court’s Guidelines for Fees and

Disbursements for Professionals in Eastern District of New York Bankruptcy Cases,

notwithstanding any language in the Engagement Letter to the contrary; and it is further

ORDERED, that to the extent that the Engagement Letter and this Order conflict, the

Retention Order shall govern; and it is further

ORDERED, that Herrick shall be required to file interim and final fee applications for

allowance of compensation and expenses upon appropriate notice and a hearing in accordance with

the provisions of sections 330 and 331 of the Bankruptcy Code, and the Bankruptcy and Local

Rules; and it is further

[Order continues on the following page]


ORDERED, that ten (10) business days prior to any increases in the hourly rates set forth

in the Selbst Declaration, Herrick shall file a supplemental affidavit with the Court (the

“Supplemental Affidavit”). The Supplemental Affidavit shall explain the basis for the requested

rate increase in accordance with section 330(a)(3)(F) of the Bankruptcy Code. All parties,

including the United States Trustee, retain all rights to object to or otherwise respond to any rate

increase on any and all grounds, including, but not limited to, the reasonableness standard provided

for in section 330 in the Bankruptcy Code.

____________________________Nancy Hershey Lord

United States Bankruptcy JudgeDated: May 8, 2020 Brooklyn, New York


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