Case 2:14-bk NB Doc 305 Filed 06/03/14 Entered 06/03/14 19:36:39 Desc Main Document Page 1 of 12

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1 Main Document Page of Howard J. Steinberg (SBN 899) GREENBERG TRAURIG, LLP 840 Century Park East, Suite 900 Los Angeles, CA Tel.: (30) Fax: (30) steinbergh@gtlaw.com Marc R. Baluda (SBN 956) GREENBERG TRAURIG, LLP Four Embarcadero Center, Suite 3000 San Francisco, CA 94 Telephone: Facsimile: baludam@gtlaw.com Special Corporate Counsel for Debtor and Debtor in Possession In re: HDOS ENTERPRISES, A California corporation. UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA Debtor and Debtor in Possession. LOS ANGELES DIVISION Case No. :4-bk-08-NB Chapter NOTICE OF FIRST MONTHLY FEE APPLICATION AND FIRST MONTHLY FEE APPLICATION BY SPECIAL CORPORATE COUNSEL GREENBERG TRAURIG, LLP FOR THE MONTH OF APRIL 04 [No Hearing Required Pursuant to LBR 903-] SFO v

2 Main Document Page of TO THE HONORABLE NEIL W. BASON, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE FOR REGION 6; THE DEBTOR AND ITS COUNSEL; THE COMMITTEE OF CREDITORS HOLDING UNSECURED CLAIMS AND ITS COUNSEL; AND ALL PARTIES REQUESTING SPECIAL NOTICE: PLEASE TAKE NOTICE that Greenberg Traurig, LLP ( GT ), special corporate counsel to HDOS Enterprises (the Debtor ), hereby submits its first monthly fee application (the First Monthly Fee Application ) pursuant to the Order Granting Debtor s Motion for Order establishing Interim Fee Application and Expense Reimbursement Procedures [Docket No. 4] (the Interim Compensation Procedures Order ) for the period of April, 04 through and including April 30, 04 (the Application Period ). GT incurred $36, in fees and $,09.87 in costs during the Application Period. By way of its First Monthly Fee Application, GT seeks payment of interim compensation in amount equal to 80% of the fees sought, or $9,74.40, and 00% of expenses incurred, or $,09.87, for a total requested amount of $30,94.7. PLEASE TAKE FURTHER NOTICE that any party objecting to the payment of fees or reimbursement of expenses requested by GT must () do so in writing; () specifically identify the items to which an objection is interposed; (3) state the basis for the objection; (4) file the objection with the Court; and (5) serve the objection on GT by June 0, 04. If no objection is timely filed and served on GT, the First Monthly Fee Application shall be deemed approved on an interim basis, and the Debtor shall be authorized to pay $30,94.7 to GT. If an objection is timely filed and served, the Debtor shall not be authorized to pay 80% of the fees sought and 00% of expenses requested, and GT shall set a hearing on its First Monthly Fee Application on no less than fifteen (5) days written notice to the objecting party. The failure of any party to object to the First Monthly Fee Application shall be deemed a waiver of such objection for purposes of interim fee applications, but shall not be deemed a waiver of such objection for purposes of any final application. Dated: June 3, 04 GREENBERG TRAURIG, LLP /s/ Howard J. Steinberg HOWARD J. STEINBERG MARC R. BALUDA Special Counsel for Debtor and Debtor in Possession HDOS ENTERPRISES SFO v

3 Main Document Page 3 of FIRST MONTHLY FEE APPLICATION On February 3, 04, the Debtor filed a voluntary petition pursuant to chapter of title of the United States Code 0-53 (the Bankruptcy Code ). No trustee or examiner has been appointed. The Debtor continues to operate and manage its affairs as a debtor in possession pursuant to sections 07(a) and 08 of the Bankruptcy Code. On April 4, 04, the Court entered its Order Granting Debtor s Motion for Order establishing Interim Fee Application and Expense Reimbursement Procedures [Docket No. 4] (the Interim Compensation Procedures Order ). On April, 04, the Debtor filed its Application of the Debtor for Entry of an Order Authorizing Retention and Employment of Greenberg Traurig, LLP as Special Counsel the Debtor [Docket No. 53] (the GT Employment Application ), which was granted on May 30, 04 by the Order Granting Debtor s Application to Employ Greenberg Traurig, LLP as Special Counsel to the Debtor [Docket No. 90] (the GT Employment Order ). Pursuant to the GT Employment Order, GT has been employed as of April, 04 as the Debtor s special corporate counsel. I. SUMMARY OF FEES AND EXPENSES REQUESTED Pursuant to the Interim Compensation Procedures Order, attached hereto as Exhibit A is GT s First Professional Fee Statement (form USTLA-6) for the month of April 04. GT incurred $36, in fees and $,09.87 in costs during the Application Period. By way of this First Monthly Fee Application, GT seeks payment of interim compensation in amount equal to 80% of the fees sought, or $9,74.40, and 00% of expenses incurred, or $,09.87, for a total requested amount of $30,94.7. The identity and hourly rates of the attorneys and paraprofessionals who have rendered services on behalf of the Debtor during the Application period is summarized as follows: Name Title Billable Rate Maria J. DiConza Attorney - Shareholder $ Marc R. Baluda Attorney - Shareholder $ Jeffrey S. Kahn Attorney - Shareholder $ Brandon G. Feingold Attorney - Shareholder $ SFO v

4 Main Document Page 4 of Name Title Billable Rate William H. Mayer Attorney - Associate $ Kathy Lai Paralegal $85.00 Attached to the First Professional Statement is a detailed list of the time spent by GT during the Application Period. The list identifies the date on which a timekeeper performed a service for the Debtor, a description of the service, the amount of time spent, and the billed amount. Also attached to the First Professional Fee Statement is a summary of costs for the Application Period. The summary lists the date the expense was incurred, provides a brief description and explanation of the expense, and lists the amount of the expense. II. NOTICE GT has served this First Monthly Fee Application via first class mail, postage prepaid, on the Office of the United States Trustee for Region 6, the Debtor and its counsel, the Committee of Creditors Holding Unsecured Claims and its counsel, and all other parties requesting special notice on June 3, 04. Pursuant to the Interim Compensation Procedures Order, the Debtor is authorized to make the payment requested herein without a further hearing or order of this Court unless an objection to this First Monthly Fee Application has been filed with the Court and served within seven (7) calendar days after the date of mailing of this First Monthly Fee Application. III. CONCLUSION WHEREFORE, GT respectfully requests an order: () granting interim allowance and approval of 80% of the fees sought and 00% of expenses incurred for a total of $30,94.7; authorizing the Debtor s estate to pay $30,94.7 to GT; and (3) granting such other and further relief as is just and proper under the circumstances. Dated: June 3, 04 GREENBERG TRAURIG, LLP /s/ Howard J. Steinberg HOWARD J. STEINBERG MARC R. BALUDA Special Counsel for Debtor and Debtor in Possession HDOS ENTERPRISES SFO v

5 Main Document Page 5 of EXHIBIT A First Professional Fee Statement (USTLA-6) SFO v

6 Main Document Page 6 of Attorney or Professional Name, Address, Telephone and Fax Howard J. Steinberg (SBN 899) GREENBERG TRAURIG, LLP 840 Century Park East, Suite 900 Los Angeles, CA Tel.: (30) Fax: (30) steinbergh@gtlaw.com UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA In re: HDOS ENTERPRISES A California corporation Chapter Case Number :4-bk-08-NB Professional Fee Statement Debtor and Debtor in Possession Number: Month of: April 04. Name of Professional: Greenberg Traurig, LLP. Date of entry of order approving employment of the professional: May 30, 04 [Docket No. 90] 3. Total amount of pre-petition payments received by the professional: $ Less: Total amount of pre-petition services rendered and expenses: $ Balance of funds remaining on date of filing of petition: $ Less: Total amount of all services rendered per prior fee statements: (Line 6 is not used when filing Statement Number ). $ Less: Total amount of services and expenses this reporting period: $30,94.7 ($36, x 80% + $,09.87) 8. Balance of funds remaining for next reporting period: $0.00 DETAILED DOCUMENTATION SUPPORTING THE PROFESSIONAL FEES EARNED AND THE EXPENSES INCURRED DURING THIS REPORTING PERIOD HAS BEEN SERVED ON THE UNITED STATES TRUSTEE. A COPY OF THE DETAILED DOCUMENTATION WILL BE PROVIDED BY THE PROFESSIONAL TO ANY PARTY UPON REQUEST. FEES AND COSTS WILL BE WITHDRAWN FROM THE TRUST ACCOUNT IN THE AMOUNT STATED IN ITEM 7 ABOVE UNLESS AN OBJECTION IS FILED WITH THE CLERK OF THE COURT AND SERVED ON THE PROFESSIONAL NAMED ABOVE WITHIN 0 DAYS FROM THE DATE OF SERVICE OF THIS STATEMENT. 9. Total number of pages attached hereto: 4 The above is a true and correct statement of fees earned and expenses incurred during the indicated reporting period. Dated: June 3, 04 GREENBERG TRAURIG, LLP /s/ Howard J. Steinberg HOWARD J. STEINBERG MARC R. BALUDA Revised February 00 PROFESSIONAL FEE STATEMENT USTLA-6 SFO v

7 Main Document Page 7 of Page Invoice No.: Re: Matter No.: Issue Description of Professional Services Rendered: DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT 04//4 Marc R. Baluda Participate in teleconference with D. Smith //4 Marc R. Baluda Review and respond to correspondences re: ESOP deligence with B. Feingold and N. Padilla. 04//4 Maria J. DiConza Finalize retention application for filing //4 Brandon G. Feingold Follow-up with client //4 Brandon G. Feingold Downloaded and reviewed diligence materials //4 Brandon G. Feingold Review of ESOP transaction documents //4 Brandon G. Feingold Conference call with Dan Smith about transaction and bankruptcy issues. 04//4 Brandon G. Feingold Requested tax and audit documents //4 Brandon G. Feingold Review of diligence list and missing items //4 Jeffrey S. Kahn Review of diligence responses with respect to contribution obligations 04//4 Kathy Lai Revise and assemble Application to Employ GT as Special Counsel and Notice of same in preparation for filing. 04//4 Kathy Lai File Application to Employ GT as Special Counsel and Notice of same with court. 04//4 Kathy Lai Serve Application to Employ GT as Special Counsel and Notice of same with court and parties. 04//4 William H. Mayer Pprovide comments regarding benefit documents //4 William H. Mayer Review ESOP and benefit plan documents //4 William H. Mayer Conference call with B. Feingold regarding ESOP and potential transaction. 04/3/4 William H. Mayer Review ESOP documentation and compliance testing reports; review HDOS severance agreements. 04/4/4 Marc R. Baluda Participate in conference call with B. Feingold /4/4 Marc R. Baluda Participate in conference calls with D. Smith /4/4 Brandon G. Feingold Review of ESOP testing materials /4/4 Brandon G. Feingold Sent follow-up diligence request /4/4 William H. Mayer Review benefit documents /4/4 William H. Mayer Discuss benefits diligence with B. Feingold /5/4 Marc R. Baluda Participate in teleconferences with D. Smith re offer process. 04/5/4 Marc R. Baluda Review LOI documents; review and respond to correspondences re: same. 04/5/4 Brandon G. Feingold Review of ESOP diligence items that were provided and discussion with M. Baluda and W. Mayer about issues related to mechanics for plan distributions as shares were removed from the plan. 04/5/4 Brandon G. Feingold Review of diligence materials /5/4 Brandon G. Feingold Summary of issues for diligence memo /5/4 Brandon G. Feingold Responded to client and set up a call /5/4 Brandon G. Feingold Requested additional information from the client about stock distributions. 04/5/4 Brandon G. Feingold Review of change of trustees and the successor trustee engagement

8 Main Document Page 8 of Page Invoice No.: Re: Matter No.: Issue /5/4 Jeffrey S. Kahn Look at refinace and 409(p) issues /5/4 Jeffrey S. Kahn Review valuation questions /5/4 William H. Mayer Review benefit documents /5/4 William H. Mayer Discuss diligence with B. Feingold /6/4 Marc R. Baluda Participate in teleconferences with company and O. Scouler. 04/6/4 Marc R. Baluda Review and respond to correspondences re: ESOP diligence. 04/6/4 Brandon G. Feingold Review of status of ESOP review and coordination of memo. 04/6/4 William H. Mayer Prepare memorandum regarding diligence findings and potential fiduciary breach claims. 04/7/4 Brandon G. Feingold Notes about diligence issues and follow-up needed /7/4 Brandon G. Feingold Review of administration documents to determine if there are Disqualified Persons for Section 409(p) testing taking into account Synthetic Equity. 04/7/4 Brandon G. Feingold Review of ESOP transaction documents /7/4 William H. Mayer Review benefits documents and correspondence from M. Baluda regarding ESOP review. 04/8/4 Marc R. Baluda Review and respond to correspondences with D Smith. 04/8/4 Marc R. Baluda Review LOI documents /8/4 Marc R. Baluda Participate in teleconference with R. Belinski /8/4 Marc R. Baluda Participate in teleconference with Pacholski /8/4 Brandon G. Feingold Reviewed and commented on draft of diligence memorandum. 04/8/4 Brandon G. Feingold Reviewed diligence materials. Notes on potential issues due to the 005 transaction. 04/8/4 Brandon G. Feingold Exchanged s with M. Cronky about ADP / ACP testing for the 40(k) plan. 04/8/4 Brandon G. Feingold Notes about 409(p) test /8/4 Brandon G. Feingold Received and reviewed 409(p) testing for the ESOP. 04/8/4 Brandon G. Feingold Telephone conf. with D. Smith about transaction and the change of trustees. 04/8/4 Brandon G. Feingold Sent follow-up diligence request to M. Cronky /8/4 Brandon G. Feingold Raised issues related to 40(k) plan's safe harbor in the ESOP. 04/8/4 Brandon G. Feingold Notes on potential issues due to the transaction. 04/8/4 Jeffrey S. Kahn Dilogence issues on stock redemptions & buy back /8/4 William H. Mayer Prepare memorandum regarding diligence findings and potential fiduciary liability. 04/8/4 William H. Mayer Review correspondence from B. Feingold regarding ESOP diligence. 04/9/4 Marc R. Baluda Participate in teleconferences with D. Smith and J Friedman 04/9/4 Marc R. Baluda Review and respond to correspondences with same. 04/9/4 Brandon G. Feingold Review of stock drop issue and Supreme Court review of Moench presumption for ESOPs. 04/9/4 Brandon G. Feingold Considered issues related to prohibited transactions if shares of stock were not recorded on corporate record as passing through the participants prior to

9 Main Document Page 9 of Page 3 Invoice No.: Re: Matter No.: Issue redemption. 04/9/4 Kathy Lai Preparation of order to be lodged with court granting GT's employment application and Notice of Lodgment of same. 04/9/4 William H. Mayer Update memorandum regarding potential fiduciary breach claims. 04/9/4 William H. Mayer Review status of stock drop cases /30/4 Marc R. Baluda Review and respond to correspondences re: ESOP diligence with J. Kahn, W. Mayer and B. Feingold. 04/30/4 Brandon G. Feingold Review of documents from N. Padilla /30/4 Brandon G. Feingold Coordinated follow-up diligence items /30/4 Brandon G. Feingold Researched items that need to be added to memo /30/4 Brandon G. Feingold Review draft of diligence memo /30/4 Brandon G. Feingold to N. Padilla clarifying items needed /30/4 Brandon G. Feingold Review of updated draft of diligence memorandum. 04/30/4 Jeffrey S. Kahn Update on diligence issue /30/4 Jeffrey S. Kahn Review draft of new diligence memo /30/4 Jeffrey S. Kahn Revise diligence report /30/4 William H. Mayer Review summary of Moench presumption status and Circuit court treatment. 04/30/4 William H. Mayer Prepare memorandum regarding diligence findings and potential fiduciary liability. 04/30/4 William H. Mayer Review correspondence from B. Feingold and M. Baluda regarding memorandum Total Time: 7.30 Total Fees: $ 36,468.00

10 Main Document Page 0 of Page 4 Invoice No.: Re: Matter No.: Issue Description of Expenses Billed: DATE DESCRIPTION AMOUNT 04//4 Search Criteria: (None); Document Type: Pacer Research Charges for April 04 04/4/4 Search Criteria: (None); Document Type: Pacer Research Charges for April 04 04/7/4 VENDOR: Norco Delivery Service, Inc-ACH INVOICE#: 6054 DATE: 4/7/04-04// From: GT - To: US Bankruptcy Court 04/9/4 Search Criteria: (None); Document Type: Pacer Research Charges for April 04 04/30/4 VENDOR: Baluda, Marc R. INVOICE#: DATE: 5//04 - Airfare; 04/30/4 - Fights to and from Los Angeles and Washington DC re: re: HDOS meetings and business development meetings re: ESOP, Mcgladrey and M. International. 04/30/4 VENDOR: Baluda, Marc R. INVOICE#: DATE: 5/8/04 - Airfare; 04/30/4 - Fights to and from Los Angeles and Washington DC re: re: HDOS meetings and business development meetings re: ESOP, Mcgladrey and M. International. $ 7.80 $ 0.0 $ 8.35 $ 3.50 $ $ Total Expenses: $,09.87

11 Main Document Page of PROOF OF SERVICE OF DOCUMENT I am over the age of 8 and not a party to this bankruptcy case or adversary proceeding. My business address is: 840 Century Park East, Suite 900, Los Angeles, California A true and correct copy of the foregoing document entitled (specify): NOTICE OF FIRST MONTHLY FEE APPLICATION AND FIRST MONTHLY FEE APPLICATION BY SPECIAL CORPORATE COUNSEL GREENBERG TRAURIG, LLP FOR THE MONTH OF APRIL 04 will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-(d); and (b) in the manner stated below:. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On June 3, 04, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the addresses stated below: Michael Avanesian michaelavanesian@tilemlaw.com, michaelavanesian@ecf.inforuptcy.com;malissamurguia@tileml aw.com;dianachau@tilemlaw.com;joanfidelson@tilemlaw.com; JoanFidelson@ecf.inforuptcy.com Lindsey F Baker lbaker@fbtlaw.com Dustin P Branch dustin.branch@kattenlaw.com, jessica.mickelsen@kattenlaw.com;brian.huben@kattenlaw.co m;adelle.shafer@kattenlaw.com;donna.carolo@kattenlaw.com Jeffrey W Broker jbroker@brokerlaw.biz John P Byrne John.Byrne@byrnelaw.biz Jeffrey W Dulberg jdulberg@pszjlaw.com Peter L Duncan peterd@psdslaw.com, theresam@psdslaw.com Jerome Bennett Friedman jfriedman@flg-law.com, msobkowiak@flg-law.com;jmartinez@flglaw.com;sbiegenzahn@flg-law.com;rfranzoia@flg-law.com Todd R Gabriel tgabriel@sparberlaw.com Ronald E Gold rgold@fbtlaw.com Christopher V Hawkins Hawkins@sullivanhill.com, Joan Huh joan.huh@boe.ca.gov Dare Law dare.law@usdoj.gov Lori A Lewis lewisl004@mail.maricopa.gov Michael Y Lo michaellolaw@yahoo.com, bklolaw@gmail.com Scotta E McFarland smcfarland@pszjlaw.com, smcfarland@pszjlaw.com Thor D Mclaughlin tmclaughlin@allenmatkins.com, igold@allenmatkins.com Jessica Mickelsen jessica.mickelsen@kattenlaw.com, adelle.shafer@kattenlaw.com;ecf.lax.docket@kattenlaw.com Kevin M Newman knewman@menterlaw.com, kmnbk@menterlaw.com Randy P Orlik rorlik@coxcastle.com Ernie Zachary Park ernie.park@bewleylaw.com Kristen N Pate ggpbk@ggp.com Jeffrey N Pomerantz jpomerantz@pszjlaw.com Peter J Rudinskas pjr.legal@gmail.com Aaron M Silver asilver@honigman.com Howard Steinberg steinbergh@gtlaw.com, laik@gtlaw.com;lalitdock@gtlaw.com Ronald M Tucker rtucker@simon.com, cmartin@simon.com;psummers@simon.com;bankruptcy@simon.co m United States Trustee (LA) ustpregion6.la.ecf@usdoj.gov Eric R Wilson kdwbankruptcydepartment@kelleydrye.com Rebecca J Winthrop rebecca.winthrop@nortonrosefulbright.com, darla.rodrigo@nortonrosefulbright.com Service information continued on attached page. SERVED BY UNITED STATES MAIL: On June 3, 04, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 4 hours after the document is filed. U.S. Trustee United States Trustee (LA) 95 Wilshire Blvd, Suite 850 Los Angeles, CA 9007 Simon Property Group, Inc. c/o Ronald M. Tucker, Vice President Bankruptcy Counsel 5 W. Washington Street Indianapolis, IN 4604 Dare Law Office of the United States Trustee 95 Wilshire Blvd, Suite 850 Los Angeles, CA 9007 Hansen Distribution Group c/o John R. Haynes Loevenguth, Consultant Schulze, Haynes Loevenguth & Co Von Karman Ave., Suite 0 Newport Beach, CA 9660 Paul M Weiser 6435 N Scottdale Rd, Ste 440 Scottsdale, AZ GGP Limited Partnership c/o Julie Minnick Bowden, Manager National Bankruptcy 0 N. Wacker Drive Chicago, IL This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 0 SFO v3 F PROOF.SERVICE

12 Main Document Page of Jeffrey N. Pomerantz Jeffrey W. Dulberg Pachulski Stang Ziehl & Jones LLP 000 Santa Monica Blvd 3th Fl Los Angeles, CA Torrey Pines Bank c/o Peter L. Duncan, Esq. Pyle Sims Duncan & Stevenson, APC 40 B Street, Suite 500 San Diego, CA Rouse Properties Inc. c/o Robert L. LeHane, Esq. Kelley Drye & Warren LLP 0 Park Avenue New York, New York 078 Rebecca J. Winthrop Fulbright & Jaworski LLP 555 S Flower St, 4st Floor Los Angeles, CA 9007 Anna F. Patras Patras Williams, LLC 4 Countryside Lane, Suite 00 Ringwood, NJ Dustin P. Branch, Esq. Katten Muchin Rosenman LLP 09 Century Park East, Suite 600 Los Angeles, California Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on June 3, 04, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 4 hours after the document is filed. VIA OVERNIGHT: Honorable Neil W. Bason United States Bankruptcy Court Central District of California Edward R. Roybal Federal Building and Courthouse 55 E. Temple Street, Suite 55 Los Angeles, CA 900 Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. June 3, 04 Kathy Lai Kathy Lai Date Printed Name Signature This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 0 SFO v3 F PROOF.SERVICE