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
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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)
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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
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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)
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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
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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
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.
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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
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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
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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)
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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
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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)
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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
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EXHIBIT A
[Invoice]
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EXHIBIT B
[Detailed Expenses]
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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.
:
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).
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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
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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
)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
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