IN THE UNITED STATES BANKRUPTCY COURT FOR THE …omnimgt.com/cmsvol2/pub_47156/629818_334.pdf ·...

119606290_1

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

:In re: : Chapter 11

:Limitless Mobile, LLC, : Case No. 16-12685(KJC)

:Debtor. : Objection Deadline: June 12, 2017 at 4:00 p.m.

:

FIFTH MONTHLY FEE APPLICATION OF DILWORTH PAXSON LLP FORCOMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF

EXPENSES AS COUNSEL FOR THE DEBTOR, FOR THE PERIODAPRIL 1, 2017 THROUGH APRIL 30, 2017

Name of Applicant: Dilworth Paxson LLP

Authorized to ProvideProfessional Services to: Limitless Mobile, LLC

Date of Retention: December 2, 2016

Period for which compensation andreimbursement is sought: April 1, 2017 through April 30, 2017

Amount of Compensation sought asactual, reasonable and necessary andbeneficial to the Debtor’s chapter 11 estates: $86,849.50

Amount of Expense Reimbursement soughtas actual, reasonable and necessary andbeneficial to the Debtor’s chapter 11 estates: $3,150.17

This is an: X monthly interim

The total time expended for fee application preparation relating to Dilworth’s Fifth Monthly Fee Application isapproximately 4 hours and the corresponding compensation requested is approximately $700.00

Case 16-12685-KJC Doc 334 Filed 05/22/17 Page 1 of 12

2119606290_1

If this is not the first application filed, disclose the following for each prior application:

DateFiled

PeriodCovered

Fees100%

Expenses Paid Fees80%

PaidExpenses

Holdback(20%)

CNO Dateand D.I.

2/17/2017 12/2/16-12/31/16

$101,925.00 $4,454.22 $81,540.00 $4,454.22 $20,385.00 3/15/17; D.I.258

3/1/2017 1/1/17-1/31/17 $133,187.50 $2,212.78 $106,550.00 $2,212.78 $26,637.50 3/23/17; D.I.279

3/20/17 2/1/17-2/28/17 $86,974.20 $353.77 $69,579.36 $353.77 $17,394.84 4/11/17; D.I.305

5/8/17 3/1/17-3/31/17 $77,010.50 831.84 Pending Pending $15,402.10 Objs. Due5/30/17

Total $399,097.20 $7,852.61 $257,669.36 $7,020.77 $79,819.44

Local Form 101 (Fee Application Cover Sheet)


3119606290_1

ATTACHMENT BTO FEE APPLICATION

Name of Professional Person Position of the Applicant,Number of Years in that Position,Prior Relevant Experience, Yearof Obtaining License to Practice,Area of Expertise

HourlyBillingRate(includingchanges)

TotalBilledHours

Total Compensation

Jennifer L. Maleski Partner for 6 years, Obtainedlicense in 2002, Bankruptcy

460.00 58.10 26,726.00

Jennifer L. Maleski 230.00 2.20 506.00

Lawrence G. McMichael Partner for 34 years, Obtainedlicense in 1978, Bankruptcy

895.00 18.50 16,557.50

Jesse N. Silverman Partner for 5 years, Obtainedlicense in 2000, Bankruptcy

425.00 89.10 37,867.50

Jesse N. Silverman 213.00 .80 170.00

Miriam Luna Dolan Paralegal 175.00 28.70 5,022.50

TOTAL COMPENSATION: $86,849.50 TOTAL HOURS BILLED: 197.40

BLENDED RATE (excluding paraprofessionals): 439.96


4119606290_1

COMPENSATION BY PROJECT CATEGORY

Project Category Total Hours Total Fees

Case Administration 2.70 597.50

Asset Disposition 153.00 70,934.00

Fee/Employment Applications 12.00 3,897.50

Assumption/Rejection of Leases 2.30 977.50

Other Contested Matters 5.50 1,333.00

Non-Working Travel 3.00 676.00

Business Operations 2.20 959.50

Financing/Cash Collections 4.90 2,117.50

Plan and Disclosure Statement 11.80 5,357.00

TOTAL: 197.40 86,849.50

Local Form 102 (Fee Application/ Attachment B)


119606290_1

EXPENSE SUMMARY

Expense CategoryService Provider(if applicable)

Total Expenses

Messenger/CourierServices

Reliable $54.65

CourtReporting/Transcripts

Golkow, Inc. $2,006.72

Mileage/Parking/Cab fare $10.00

Meals $790.83

Outside DuplicatingServices

Reliable $289.97

TOTAL: $3,150.17


119606290_1





:

FIFTH MONTHLY FEE APPLICATION OF DILWORTH PAXSON LLP FORCOMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF

EXPENSES AS COUNSEL FOR THE DEBTOR, FOR THE PERIODAPRIL 1, 2017 THROUGH APRIL 30, 2017

Pursuant to 11 U.S.C. §§ 330 and 331 and Rule 2016 of the Federal Rules of Bankruptcy

Procedure and Local Rule 2016-2, the law firm of Dilworth Paxson LLP (“Dilworth”) hereby

submits this application for monthly allowance of reasonable compensation and reimbursement

of expenses with respect to its role as counsel to Limitless Mobile, LLC (the “Debtor”), for

professional legal services rendered in the amount of $86,849.50, together with reimbursement

for actual and necessary expenses incurred in the amount of $3,150.17 for the period from April

1, 2017 through April 30, 2017 (the “Compensation Period”). In support of its application,

Dilworth respectfully represents as follows:

JURISDICTION

1. The Court has jurisdiction over this application pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(2)(2).

2. Venue of this proceeding and this Application in this District is proper under 28

U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 330(a) and 331 of

the Bankruptcy Code, Bankruptcy Rule 2016, and Local Bankruptcy Rule 2016-2.


2119606290_1

BACKGROUND

4. On December 2, 2016 (the “Petition Date”), the Debtor filed a voluntary petition

for relief under Chapter 11 of the Bankruptcy Code.

5. The Debtor is managing and operating its business as a debtor in possession under

sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed

in this chapter 11 case.

6. On January 3, 2017, the Court entered an Order Authorizing the Employment of

Dilworth Paxson LLP as Counsel for the Debtor [D.I. 94].

7. On January 26, 2017, the Court entered the Order Establishing Procedures for

Interim Compensation and Reimbursement of Expenses of Professionals (the “Administrative

Order”) [D.I. 165], which sets forth the procedures for interim compensation and reimbursement

of expenses for all professions in the Chapter 11 case.

SUMMARY OF SERVICES RENDERED

8. The Dilworth attorneys and paralegals who have rendered professional services in

this case during the Compensation Period are listed on the chart included herein.

9. To assist the Court in its review of the fees sought in this Application, Dilworth

has separated its time entries into the project categories set forth below. The attorneys and

paralegals that have rendered services relating to each category are identified, along with the

number of hours for each individual and the total compensation sought for each category in the

documents attached hereto as Exhibit A.

10. By this Application, Dilworth seeks allowance of interim compensation in the

amount of $86,849.50 (80% of which is $69,479.60) for legal services rendered on behalf of the


3119606290_1

Debtor during the Compensation Period, together with reimbursement of expenses in the amount

of $3,150.17, pursuant to paragraph 2(d) of the Administrative Order.

B110 – Case Administration (Fees: $597.50 Total Hours: 2.70)

This category represents coordination and compliance activities, including preparation of

schedules, statements, and monthly operating reports for filing; coordination of service lists;

scheduling and preparation for hearings; and other general case administration activities. During

the Compensation Period, Dilworth reviewed, finalized and filed the Debtor’s Monthly

Operating Report for March 2017. In addition, Dilworth prepared notices of agenda and related

binders for the scheduled omnibus hearings. Finally, Dilworth coordinated service of all

motions, declarations, notices, final orders and other filings with the Claims and Noticing Agent,

Rust Omni.

B130 – Asset Disposition (Fees: 70,934.00 Total Hours:153.00)

This category includes all matters relating to the sale and disposition of the Debtor’s

assets. During the Current Compensation Period, Dilworth communicated with the Committee

of Unsecured Creditors (the “Committee”), the Debtor’s Investment Banker, MVP Capital, LLC

(“MVP”) and the Debtor regarding the order approving the sale to Verizon, the bid procedures

and the final License Purchase Agreement (“LPA”). Dilworth also communicated with counsel

for final bidders regarding the sale, the bidding and auction process, proposed LPAs and related

sale issues.

Dilworth analyzed the bid results and proposed LPAs from the final bidders and prepared

and negotiated the auction procedures for the Spectrum sale. Dilworth also prepared for and

conducted the auction for the spectrum licenses. Dilworth finalized the proposed sale order and

final LPA and communicated with counsel for the final bidders, the Committee and MVP

regarding finalizing same. In addition, Dilworth prepared and filed the Notice of Auction


4119606290_1

Results. Further, Dilworth prepared the Declaration of Amir Rajwany and Jason Nicolay in

Support of the Motion to Approve the Sale and prepared and filed a Certification of Counsel

regarding the order approving the sale. Finally, Dilworth prepared the agenda for the sale

hearing and prepared for and attended the hearing approving the sale.

B160 – Fee/Employment Applications (Fees: $3,897.50 Hours: 12.00)

This category represents certain matters pertaining to retention of counsel and other

professionals in the Debtor’s case and preparation of fee applications. During the Compensation

Period, Dilworth filed Certificates of No Objections related to its third monthly fee request and

first interim fee request. In addition, Dilworth prepared and filed its fourth monthly fee request.

Dilworth also reviewed and revised the Supplemental Declaration of Robert Primosch relating to

Wilkinson Barker Knauer, LLP’s retention.

B185 – Assumption/Rejection of Leases (Fees: $977.50 Total Hours: 2.30)

This category generally includes issues relating to the assumption or rejection by the

Debtor of leases and executory contracts. During the Compensation Period, Dilworth

communicated with the Debtor and CSC Leasing regarding routers leases.

B190 – Other Contested Matters (Fees: $1,333.00 Total Hours: 5.50)

This category generally relates to time incurred in prosecuting general contested matters

during the bankruptcy case. During the Compensation Period, Dilworth reviewed and redacted

Debtor documents for production to the Committee.

B195 – Non-Working Travel (Fees: $676.00 Total Hours: 3.00)

This category represents the cost of non-working travel to the Court. This category is

billed at a 50% rate.

B210 – Business Operations (Fees: $959.50 Total Hours: 2.20)


5119606290_1

This category generally includes services provided to the Debtor in connection with

matters regarding the operation of the Debtor’s business. Specifically, during the Compensation

Period, Dilworth consulted with the Debtor on the reorganization timeline, contract negotiations

with various creditors, billing, and other issues impacting the Debtor’s day-to-day operations.

B230 – Financing/Cash Collection (Fees: $2,117.50 Total Hours: 4.90)

This category includes time incurred by Dilworth relating to the Debtor’s use of cash

collateral, including negotiations with the DIP lender and counsel for the Committee. During the

Compensation Period, Dilworth consulted with the Debtor and Lenders regarding the DIP loan

and cash collateral period and required extended budget. Dilworth also renewed the extended

case collateral budget.

B320 – Plan and Disclosure Statement (Fees: $5,357.00 Total Hours: 11.80)

This category includes time incurred relating to the Disclosure Statement and Plan of

Reorganization. During the Compensation Period, Dilworth analyzed and researched issues

relating to the plan structure, strategy and confirmation timeline and consulted with the Debtor

regarding same. In addition, Dilworth prepared a liquidation analysis and began drafting the

plan of reorganization.

Part D – Expense Summary

11. From April 1, 2017 through April 30, 2017, Dilworth expended $3,150.17 for

expenses in connection with the services provided to the Debtor. A categorical breakdown of the

expenses incurred is attached hereto as Exhibit B.

12. Charges for actual and necessary costs and expenses during the Compensation

Period are as follows:

(a) Copy charges are billed at $.10 per page as required by Local Rule 2016-

2(e)(iii), which charge is reasonable and customary in the legal industry given the costs of copy


6119606290_1

materials, outside service costs, acquisition, maintenance, storage and operation of copy

machines and copy center, together with a margin for recovery of lost expenditures.

(b) Incoming facsimiles are not billed.

(c) Outgoing facsimiles are billed at the rate of $1.00 per page.

(d) Westlaw charges are customarily billed by the Applicant at 50% of the

standard rates that Westlaw applies to online searches. For purposed of this case, Dilworth has

reduced those Westlaw rates by 50%.

(e) Mileage is billed at the applicable IRS mileage rates.

(f) The other expenses incurred during the Compensation period are billed at

cost.

VALUATION OF SERVICES

13. Dilworth’s attorneys and paralegals have expended a total of 197.40 hours in

connection with this matter during the Compensation Period. A detailed breakdown of the hours

spent by such attorneys and paraprofessionals is set forth in the attachments hereto.

14. The nature of the work performed by these persons is fully set forth in the exhibits

attached. The rates charged are Dilworth’s normal hourly rates for work of this character.

11. The undersigned counsel has reviewed the requirements of Local Rule 2016-2 and

certifies that this Application complies with the requirements of that rule.

12. There is no agreement or understanding between Dilworth and any other person,

other than members of the firm, for the sharing of compensation for services rendered in these

cases.

13. In accordance with the factors enumerated in 11 U.S.C. § 330, the amount

requested is fair and reasonable given (a) the complexity of this case, (b) the time expended, (c)


7119606290_1

the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of

comparable services other than in a case under this title.

WHEREFORE, Dilworth seeks allowance of interim compensation in the amount of

$86,849.50, (80% of which is $69,479.60) for legal services rendered on behalf of the Debtor

during the Compensation Period, together with reimbursement of expenses in the amount of

$3,150.17, and further requests such other relief as this Court may deem just and proper.

Dated: May 22, 2017 /s/ Jesse N. SilvermanDILWORTH PAXSON LLPJesse N. Silverman (DE 5446)One Customs House – Suite 500704 King StreetP.O. Box 1031Wilmington, DE 19899-1031Telephone: (302) 571-9800Facsimile: (302) 571-8875

-and-

Lawrence G. McMichaelJennifer L. MaleskiCatherine G. Pappas1500 Market St., Suite 3500EPhiladelphia, PA 19102Telephone: (215) 575-7000Facsimile: (215) 575-7200

Counsel for the Debtor and Debtor inPossession


119606290_1

EXHIBIT A

[Invoice]

Case 16-12685-KJC Doc 334-1 Filed 05/22/17 Page 1 of 26


























119606290_1

EXHIBIT B

[Detailed Expenses]






119606290_1





:

NOTICE OF FIFTH MONTHLY REQUEST FOR PAYMENT OF DILWORTHPAXSON LLP FOR COMPENSATION FOR SERVICES RENDERED AND

REIMBURSEMENT OF EXPENSES AS COUNSEL FOR THE DEBTOR, FOR THEPERIOD APRIL 1, 2017 THROUGH APRIL 30, 2017

PLEASE TAKE NOTICE that on May 22, 2017 the Fifth Monthly Fee Application ofDilworth Paxson LLP, counsel to the Debtor and Debtor-in-Possession (the “Debtor”) forallowance of Compensation and Reimbursement of Expenses for the Period from April 1, 2017through April 30, 2017 (the “Application) was filed with the court. The Application seeksapproval of payment for professional services rendered as Counsel to the Debtor in the amountof $86,849.50 together with reimbursement of expenses in the amount of $3,150.17.

PLEASE TAKE FURTHER NOTICE that objections to the Application, if any must befiled on or before June 12, 2017 at 4:00 p.m. (prevailing Eastern Time) (the “ObjectionDeadline”) with the Clerk of the United States Bankruptcy Court for the District of Delaware,824 N. Market Street, 3rd Floor, Wilmington, DE 19801. You must also serve any such objectionon or before the Objection Deadline on:

(i) The Debtor, Limitless Mobile, LLC, 2574 Interstate Drive, Harrisburg, PA,17110 (Attn: Amir Rajwany, COO);

(ii) Counsel to the Debtor, Dilworth Paxson LLP, 1500 Market Street, Suite 3500E,Philadelphia, PA 19102 (Attn: Lawrence G. McMichael and Catherine G.Pappas) and Dilworth Paxson LLP, One Customs House – Suite 500, 704 KingStreet, P.O. Box 1031, Wilmington, DE 19899-1031 (Attn: Martin J. Weis andJesse N. Silverman);

(iii) Counsel to the Committee, Saul Ewing LLP, One Riverfront Plaza, 1037Raymond Blvd., Ste. 1520, Newark, NJ 07102 (Attn: Sharon Levine) and SaulEwing LLP, 1201 N. Market St., Ste. 2300, P.O. Box 1266, Wilmington, DE19899 (Attn: Lucian Murley); and

(iv) the Office of the United States Trustee for the District of Delaware, J. CalebBoggs Federal Building, 844 North King Street, Suite 2207, Wilmington,Delaware 19801 (Attn: Hannah M. McCollum).


119606290_1

PLEASE TAKE FURTHER NOTICE that pursuant to the Order Establishing Proceduresfor Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 165],inthe absence of any answer, objection, other responsive pleading, and upon the filing with theBankruptcy Court of a certification of no objection, the Debtor are authorized to pay 80% of thefees requested and 100% of the expenses described in the Application.

Dated: May 22, 2017 /s/ Jesse N. SilvermanDILWORTH PAXSON LLPJesse N. Silverman (DE 5446)One Customs House – Suite 500704 King StreetP.O. Box 1031Wilmington, DE 19899-1031Telephone: (302) 571-9800Facsimile: (302) 571-8875

-and-

Lawrence G. McMichaelJennifer L. MaleskiCatherine G. Pappas1500 Market St., Suite 3500EPhiladelphia, PA 19102Telephone: (215) 575-7000Facsimile: (215) 575-7200

Counsel for the Debtor and Debtor inPossession


119461066_1


)In re: ) Chapter 11

)Limitless Mobile, LLC, ) Case No. 16-12685(KJC)

)Debtor. )

)

DECLARATION OF JESSE N. SILVERMAN

1. I am a Partner at Dilworth Paxson LLP (“Dilworth”), which serves as counsel to

Limitless Mobile, LLC, the Debtor in the above-captioned matter.

2. I have read the foregoing application of Dilworth for allowance of compensation

and reimbursement of expenses and know the contents thereof and that the same are true and

correct, to the best of my knowledge, information and belief.

3. There is no agreement or understanding between Dilworth and any other person,

other than members of the firm, for the sharing of compensation for services rendered in these

cases.

4. No division prohibited by the Bankruptcy Code will be made by Dilworth.

5. No agreement prohibited by Title 18, Section 155 has been made.

/s/ Jesse N. SilvermanJesse N. Silverman


Date post:	18-Oct-2020
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …omnimgt.com/cmsvol2/pub_47156/629818_334.pdf ·...

Documents