rdd Doc 299 Filed 08/09/17 Entered 08/09/17 16:05:59 Main Document Pg 1 of 13

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1 Pg 1 of 13 MORRISON & FOERSTER LLP 250 West 55th Street New York, New York Telephone: ( Facsimile: ( Lorenzo Marinuzzi Jonathan I. Levine Daniel J. Harris Benjamin W. Butterfield Proposed Counsel to the Official Committee of Unsecured Creditors of 21st Century Oncology Holdings, Inc., et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., (RDD Debtors. (Jointly Administered CERTIFICATE OF NO OBJECTION REGARDING APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 8, 2017 Pursuant to 28 U.S.C. 1746, and in accordance with this Court s case management procedures set forth in the Final Order (I Establishing Certain Notice, Case Management, and Administrative Procedures and (II Granting Related Relief [Docket No. 125] (the Case Management Order and Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules, the undersigned hereby certifies as follows: 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida ny

2 Pg 2 of On July 17, 2017, the Official Committee of Unsecured Creditors (the Committee of 21 st Century Oncology Holdings, Inc. and its subsidiaries that are debtors and debtors-in-possession in these proceedings (collectively, the Debtors, by David J. Corcoran of McKesson Specialty Care Distribution Corporation, in its capacity as chairperson of the Committee, filed the Application for Entry of an Order Authorizing the Retention and Employment of Berkeley Research Group, LLC as Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to June 8, 2017 (the Application [Docket No. 207]. 2. The Application was served by Kurtzman Carson Consultants LLC on July 17, See Docket No In accordance with the Case Management Order, the Committee established an objection deadline of August 7, 2017 at 4:00 p.m. (prevailing Eastern Time (the Objection Deadline for parties to object or file a response to the Application. Local Bankruptcy Rule provides that the Application may be granted without a hearing if (a no objections or other responsive pleadings have been filed on or before the applicable objection deadline and (b the attorney for the entity that filed the Application complies with such rule. 4. Forty-eight hours have elapsed since the Objection Deadline and, to the best of my knowledge, no objections or responsive pleadings with respect to the Application have been (a filed with the Court on the docket of these chapter 11 cases in accordance with the procedures set forth in the Case Management Order or (b served on the Committee or their counsel. 5. Accordingly, the Committee respectfully requests that the Court enter the proposed order granting the Application, annexed hereto as Exhibit A, which has been modified since the filing of the Application to delete the language in the proposed order stating that the ny

3 Pg 3 of 13 hearing was held to consider the Application. A redline showing such modifications is annexed hereto as Exhibit B. Dated: August 9, 2017 New York, New York /s/ Lorenzo Marinuzzi Lorenzo Marinuzzi Jonathan I. Levine Daniel J. Harris Benjamin W. Butterfield MORRISON & FOERSTER LLP 250 West 55th Street New York, New York Telephone: ( Facsimile: ( Proposed Counsel to the Official Committee of Unsecured Creditors of 21st Century Oncology Holdings, Inc., et al. ny

4 Pg 4 of 13 EXHIBIT A ny

5 Pg 5 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re 21 ST CENTURY ONCOLOGY HOLDINGS, INC., et al., 2 Debtors. Chapter 11 Case No (RDD Jointly Administered ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF 21 ST CENTURY ONCOLOGY HOLDINGS, INC., ET AL., NUNC PRO TUNC TO JUNE 8, 2017 Upon the application (the Application of the Official Committee of Unsecured Creditors (the Committee of 21 st Century Oncology Holdings, Inc., et al., as debtors and debtors in possession in these proceedings (the Debtors, for entry of an order authorizing the 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 21C East Florida, LLC (0905; 21st Century of Florida Acquisition, LLC (7449; 21st Century Oncology Holdings, Inc. (7745; 21st Century Oncology Management Services, Inc. (7211; 21st Century Oncology of Alabama, LLC (3649; 21st Century Oncology of Harford County, Maryland, LLC (6540; 21 st Century Oncology of Jacksonville, LLC (4308; 21st Century Oncology of Kentucky, LLC (3667; 21 st Century Oncology of New Jersey, Inc. (9875; 21st Century Oncology of Pennsylvania, Inc. (0463; 21 st Century Oncology of Prince Georges County, Maryland, LLC (2750; 21st Century Oncology of South Carolina, LLC (1654; 21st Century Oncology of Washington, LLC (3274; 21st Century Oncology Services, LLC (6866; 21st Century Oncology, Inc. (8951; 21st Century Oncology, LLC (5899; AHLC, LLC (9353; American Consolidated Technologies, LLC (4024; Arizona Radiation Therapy Management Services, Inc. (3876; Asheville CC, LLC (9175; Associates in Radiation Oncology Services, LLC (0866; Atlantic Urology Clinics, LLC (0029; Aurora Technology Development, LLC (5383; Berlin Radiation Therapy Treatment Center, LLC (3712; Boynton Beach Radiation Oncology, LLC (0780; California Radiation Therapy Management Services, Inc. (7222; Carepoint Health Solutions, LLC (7130; Carolina Radiation and Cancer Treatment Center, LLC (5493; Carolina Regional Cancer Center, LLC (6164; Derm-Rad Investment Company, LLC (4111; Devoto Construction of Southwest Florida, Inc. (3949; Financial Services of Southwest Florida, LLC (3717; Fountain Valley & Anaheim Radiation Oncology Centers, Inc. (3999; Gettysburg Radiation, LLC (8771; Goldsboro Radiation Therapy Services, LLC (2589; Jacksonville Radiation Therapy Services, LLC (6266; Maryland Radiation Therapy Management Services, LLC (0079; Michigan Radiation Therapy Management Services, Inc. (3965; Nevada Radiation Therapy Management Services, Incorporated (4204; New England Radiation Therapy Management Services, Inc. (6448; New York Radiation Therapy Management Services, LLC (8868; North Carolina Radiation Therapy Management Services, LLC (4741; OnCure Holdings, Inc. (1697; OnCure Medical Corp. (1053; Palms West Radiation Therapy LLC (4934; Phoenix Management Company, LLC (8644; Radiation Therapy School For Radiation Therapy Technology, Inc. (7840; Radiation Therapy Services International, Inc. (7575; RVCC, LLC (3578; Sampson Accelerator, LLC (2724; Sampson Simulator, LLC (2250; SFRO Holdings, LLC (6927; South Florida Medicine, LLC (6002; South Florida Radiation Oncology, LLC (7256; Treasure Coast Medicine, LLC (0975; U.S. Cancer Care, Inc. (3730; USCC Florida Acquisition, LLC (0485; West Virginia Radiation Therapy Services, Inc. (0691. ny

6 Pg 6 of 13 Committee to employ and retain Berkeley Research Group, LLC ( BRG as its financial advisor nunc pro tunc to June 8, 2017, pursuant to sections 328(a and 1103(a of title 11 of the United States Code; and upon the Affidavit of David Galfus of BRG (the Galfus Affidavit attached to the Application as Exhibit B; and the Court having reviewed the BRG engagement letter attached to the Application as Exhibit C (the Engagement Letter ; and the Court having jurisdiction pursuant to sections 157 and 1334 of title 28 of the United States Code to consider the Application and the relief requested therein; and venue being proper in this Court pursuant to sections 1408 and 1409 of title 28 of the United States Code; and the Court being satisfied that notice of this Application and the opportunity for a hearing on this application was appropriate under the particular circumstances and no further or other notice need be given; and the Court being satisfied, based on the representations made in the Application and the Galfus Affidavit, that BRG does not represent or hold any interest adverse to the Debtors or its estates as to the matters upon which BRG has been and is to be employed, and that BRG is a disinterested person as such term is defined in section 101(14 of the Bankruptcy Code; and the Court having determined that the relief sought in the Application is in the best interests of the Committee, the Debtors, their creditors, and all parties in interest; and this Court having determined that the legal and factual bases set forth in the Application and in the Galfus Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Application is GRANTED to the extent set forth herein. 2. In accordance with sections 328(a and 1103(a of the Bankruptcy Code and Bankruptcy Rule 2014, the Committee is authorized to employ and to retain BRG as its financial ny

7 Pg 7 of 13 advisor, nunc pro tunc to June 8, 2017, on the terms and conditions set forth in the Application, in the Galfus Affidavit and in the Engagement Letter, provided that: (a All requests for payment of indemnity, contribution, or otherwise pursuant to the Engagement Letter shall be made by means of an interim or final fee application and shall be subject to the approval of, and review by, the Court to ensure that such payment conforms to the terms of the Engagement Letter, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the orders of this Court, and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought; provided that in no event shall any person be indemnified or receive contribution to the extent that any claim arose or expense has resulted from any such losses finally judicially determined by a court of competent jurisdiction to have primarily resulted from the bad- faith, selfdealing, breach of fiduciary duty, if any, gross negligence, or willful misconduct on the part of that or any other person entitled to indemnity under the Engagement Letter. (b In no event shall any person be indemnified or receive contribution or other payment under the indemnification provisions of the Engagement Letter if such person asserts a claim for, and the Court determines by final order that such claim primarily arose out of, such person s bad-faith, self-dealing, breach of fiduciary duty, if any, gross negligence, or willful misconduct on the part of that or any other person entitled to indemnity under the Engagement Letter. (c In the event any person seeks reimbursement for attorneys fees from the Debtors pursuant to the Engagement Letter, the invoices and supporting time records from ny

8 Pg 8 of 13 such attorneys shall be annexed to BRG s own interim and final fee applications, and such invoices and time records shall be subject to the U.S. Trustee Guidelines and the approval of the Court under the standards of section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a(3(C of the Bankruptcy Code. 3. BRG shall apply for compensation and reimbursement in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the Bankruptcy Rules, the Local Rules, and any fee and expense guidelines of this Court. 4. The Committee and BRG are authorized to take all actions they deem necessary and appropriate to effectuate the relief granted pursuant to this Order in accordance with the Application. 5. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 6. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. Dated:, 2017 New York, NY THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE ny

9 Pg 9 of 13 EXHIBIT B ny

10 Pg 10 of 13 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re 21 ST CENTURY ONCOLOGY HOLDINGS, INC., et al., 12 Debtors. Chapter 11 Case No (RDD Jointly Administered ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF 21 ST CENTURY ONCOLOGY HOLDINGS, INC., ET AL., NUNC PRO TUNC TO JUNE 8, 2017 Upon the application (the Application of the Official Committee of Unsecured Creditors (the Committee of 21 st Century Oncology Holdings, Inc., et al., as debtors and debtors in possession in these proceedings (the Debtors, for entry of an order authorizing the 12 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 21C East Florida, LLC (0905; 21st Century of Florida Acquisition, LLC (7449; 21st Century Oncology Holdings, Inc. (7745; 21st Century Oncology Management Services, Inc. (7211; 21st Century Oncology of Alabama, LLC (3649; 21st Century Oncology of Harford County, Maryland, LLC (6540; 21 st Century Oncology of Jacksonville, LLC (4308; 21st Century Oncology of Kentucky, LLC (3667; 21 st Century Oncology of New Jersey, Inc. (9875; 21st Century Oncology of Pennsylvania, Inc. (0463; 21 st Century Oncology of Prince Georges County, Maryland, LLC (2750; 21st Century Oncology of South Carolina, LLC (1654; 21st Century Oncology of Washington, LLC (3274; 21st Century Oncology Services, LLC (6866; 21st Century Oncology, Inc. (8951; 21st Century Oncology, LLC (5899; AHLC, LLC (9353; American Consolidated Technologies, LLC (4024; Arizona Radiation Therapy Management Services, Inc. (3876; Asheville CC, LLC (9175; Associates in Radiation Oncology Services, LLC (0866; Atlantic Urology Clinics, LLC (0029; Aurora Technology Development, LLC (5383; Berlin Radiation Therapy Treatment Center, LLC (3712; Boynton Beach Radiation Oncology, LLC (0780; California Radiation Therapy Management Services, Inc. (7222; Carepoint Health Solutions, LLC (7130; Carolina Radiation and Cancer Treatment Center, LLC (5493; Carolina Regional Cancer Center, LLC (6164; Derm-Rad Investment Company, LLC (4111; Devoto Construction of Southwest Florida, Inc. (3949; Financial Services of Southwest Florida, LLC (3717; Fountain Valley & Anaheim Radiation Oncology Centers, Inc. (3999; Gettysburg Radiation, LLC (8771; Goldsboro Radiation Therapy Services, LLC (2589; Jacksonville Radiation Therapy Services, LLC (6266; Maryland Radiation Therapy Management Services, LLC (0079; Michigan Radiation Therapy Management Services, Inc. (3965; Nevada Radiation Therapy Management Services, Incorporated (4204; New England Radiation Therapy Management Services, Inc. (6448; New York Radiation Therapy Management Services, LLC (8868; North Carolina Radiation Therapy Management Services, LLC (4741; OnCure Holdings, Inc. (1697; OnCure Medical Corp. (1053; Palms West Radiation Therapy LLC (4934; Phoenix Management Company, LLC (8644; Radiation Therapy School For Radiation Therapy Technology, Inc. (7840; Radiation Therapy Services International, Inc. (7575; RVCC, LLC (3578; Sampson Accelerator, LLC (2724; Sampson Simulator, LLC (2250; SFRO Holdings, LLC (6927; South Florida Medicine, LLC (6002; South Florida Radiation Oncology, LLC (7256; ny

11 Pg 11 of 13 Committee to employ and retain Berkeley Research Group, LLC ( BRG as its financial advisor nunc pro tunc to June 8, 2017, pursuant to sections 328(a and 1103(a of title 11 of the United States Code; and upon the Affidavit of David Galfus of BRG (the Galfus Affidavit attached to the Application as Exhibit B; and the Court having reviewed the BRG engagement letter attached to the Application as Exhibit C (the Engagement Letter ; and the Court having jurisdiction pursuant to sections 157 and 1334 of title 28 of the United States Code to consider the Application and the relief requested therein; and venue being proper in this Court pursuant to sections 1408 and 1409 of title 28 of the United States Code; and the Court being satisfied that notice of this Application and the opportunity for a hearing on this application was appropriate under the particular circumstances and no further or other notice need be given; and the Court being satisfied, based on the representations made in the Application and the Galfus Affidavit, that BRG does not represent or hold any interest adverse to the Debtors or its estates as to the matters upon which BRG has been and is to be employed, and that BRG is a disinterested person as such term is defined in section 101(14 of the Bankruptcy Code; and the Court having determined that the relief sought in the Application is in the best interests of the Committee, the Debtors, their creditors, and all parties in interest; and this Court having determined that the legal and factual bases set forth in the Application, and in the Galfus Affidavit and at the hearing establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Application is GRANTED to the extent set forth herein. (cont. Treasure Coast Medicine, LLC (0975; U.S. Cancer Care, Inc. (3730; USCC Florida Acquisition, LLC (0485; West Virginia Radiation Therapy Services, Inc. (0691. ny

12 Pg 12 of In accordance with sections 328(a and 1103(a of the Bankruptcy Code and Bankruptcy Rule 2014, the Committee is authorized to employ and to retain BRG as its financial advisor, nunc pro tunc to June 8, 2017, on the terms and conditions set forth in the Application, in the Galfus Affidavit and in the Engagement Letter, provided that: (a All requests for payment of indemnity, contribution, or otherwise pursuant to the Engagement Letter shall be made by means of an interim or final fee application and shall be subject to the approval of, and review by, the Court to ensure that such payment conforms to the terms of the Engagement Letter, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the orders of this Court, and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought; provided that in no event shall any person be indemnified or receive contribution to the extent that any claim arose or expense has resulted from any such losses finally judicially determined by a court of competent jurisdiction to have primarily resulted from the bad- faith, self-dealing, breach of fiduciary duty, if any, gross negligence, or willful misconduct on the part of that or any other person entitled to indemnity under the Engagement Letter. (b In no event shall any person be indemnified or receive contribution or other payment under the indemnification provisions of the Engagement Letter if such person asserts a claim for, and the Court determines by final order that such claim primarily arose out of, such person s bad-faith, self-dealing, breach of fiduciary duty, if any, gross negligence, or willful misconduct on the part of that or any other person entitled to indemnity under the Engagement Letter. ny

13 Pg 13 of 13 (c In the event any person seeks reimbursement for attorneys fees from the Debtors pursuant to the Engagement Letter, the invoices and supporting time records from such attorneys shall be annexed to BRG s own interim and final fee applications, and such invoices and time records shall be subject to the U.S. Trustee Guidelines and the approval of the Court under the standards of section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a(3(C of the Bankruptcy Code. 3. BRG shall apply for compensation and reimbursement in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the Bankruptcy Rules, the Local Rules, and any fee and expense guidelines of this Court. 4. The Committee and BRG are authorized to take all actions they deem necessary and appropriate to effectuate the relief granted pursuant to this Order in accordance with the Application. 5. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 6. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. Dated:, 2017 New York, NY THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE ny