Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 1 of 29

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1 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 1 of 29 Joseph J. Wielebinski Texas Bar No Dennis L. Roossien, Jr. Texas Bar No Jay H. Ong Texas Bar No MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, Texas Telephone: (214) Facsimile: (214) jwielebinski@munsch.com droossien@munsch.com jong@munsch.com ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION In re: LIFE PARTNERS HOLDINGS, INC., et al., DEBTORS. CASE NO rfn-11 Jointly Administered (Chapter 11) Hearing Date: TBD Hearing Time: TBD FEE APPLICATION COVER SHEET Fee Application: Applicant: Capacity: Fourth Interim Attorneys for Official Committee of Unsecured Creditors Application Period: February 1, 2016 through May 31, 2016 Bankruptcy Petition Filed On: January 20, Date of Entry Of Retention Order: April 6, 2015 [Docket No. 259] Retainer Received: None. 1 This date refers to the voluntary case first initiated by the Debtors (Life Partners Holdings, Inc.). FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 1

2 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 2 of 29 Amount Requested: Voluntary Reductions: Total Fees: $973, Fee Reduction: > $ Total Expenses: $8, Application Total: $982, Fees and Expenses Paid: - $135, Unpaid Amount: $847, Less Retainer Balance: $ 0.00 Total Unpaid $847, Expense Detail: Courier Services $49.45 Long Distance $ Mailings / Service $93.01 Meals $ Parking/Cab/Mileage/Travel $1, Photocopies/Transcripts $2, Legal Research $1, Other Professional Svcs./Consulting $2, TOTAL $$8, Hourly Rates Attorneys Paralegals Highest Billed Rate: $650/hour $240/hour Total Hours Billed: 1, (Weighted) Blended Rate (All Timekeepers) $ Total Payments Received To Date: $2,284, FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 2

3 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 3 of 29 Dated: August 8, MUNSCH HARDT KOPF & HARR, P.C. /s/ Jay H. Ong Joseph J. Wielebinski Texas Bar No Dennis L. Roossien, Jr. Texas Bar No Jay H. Ong Texas Bar No Lincoln Plaza 500 N. Akard Street Dallas, Texas Telephone (214) Facsimile (214) ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 3

4 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 4 of 29 Joseph J. Wielebinski Texas Bar No Dennis L. Roossien, Jr. Texas Bar No Jay H. Ong Texas Bar No MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, Texas Telephone: (214) Facsimile: (214) jwielebinski@munsch.com droossien@munsch.com jong@munsch.com ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION In re: LIFE PARTNERS HOLDINGS, INC., et al., DEBTORS. CASE NO rfn-11 Jointly Administered (Chapter 11) Hearing Date: TBD Hearing Time: TBD FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES TO THE HONORABLE RUSSELL F. NELMS, U.S. BANKRUPTCY JUDGE: ("Munsch Hardt"), attorneys for The Official Committee of Unsecured Creditors (the "Committee") appointed in the above-captioned, jointly administered Chapter 11 bankruptcy cases (the "Bankruptcy Cases") of Life Partners Holdings, Inc. ("LPHI") and its affiliated debtors, Life Partners, Inc. ("LPI") and LPI Financial Services Inc. ("LPIFS", and collectively with LPHI and LPI, "Debtors" or "Life Partners"), files this Fourth Interim Application for the Allowance of Professional Fees and Reimbursement of FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 4

5 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 5 of 29 Expenses (this "Application"), pertaining to the period beginning February 1, 2016, through May 31, 2016 (the "Application Period"), and in support hereof respectfully states as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and The Application constitutes a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue of the Bankruptcy Cases and this Application in this District is proper under 28 U.S.C and II. BACKGROUND A. General Background 3. LPHI filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code with this Court on January 20, 2015 ("LPHI Petition Date"). 4. Following the LPHI Petition Date, LPHI remained in control of its business and affairs as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code until March 9, 2015, when this Court announced its ruling to grant the appointment of a Chapter 11 trustee for LPHI's estate. See also Docket No. 186; E.O.D. March 10, The United States Trustee ("UST") appointed H. Thomas Moran, II, as the Trustee ("Trustee"), which was approved by this Court on March 19, 2015 [Docket No. 229]. 5. Prior to that time, on January 30, 2015, the UST filed in LPHI's Bankruptcy Case its notice of appointment of the Committee [Docket No. 42]. 6. On February 18, 2015, the Committee filed its Application to retain Munsch Hardt as the Committee's general bankruptcy counsel, as of January 30, 2015 ("Retention Application"). FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 5

6 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 6 of On April 6, 2015, this Court entered its Order granting the Retention Application [Docket No. 259]. 8. LPHI is a holding company whose sole business and income is derived from the operations of its wholly owned subsidiaries, LPI and LPIFS (collectively, "Subsidiary Debtors"). See Trustee's Emergency Motion to Amend the Governing Documents and to File Voluntary Chapter 11 Petitions for Debtor's Subsidiaries [Docket No. 240] (the "Motion for Authority"), at 7-9, LPI, among other things, is engaged in the secondary market for life insurance known generally as "life settlements." LPI asserts that its business is facilitating the sale and administration of life settlements, under which LPI derives fees from facilitating transactions whereby it identifies, examines, and purchases life insurance policies as agent for third parties. See Motion for Authority, at 7-9. Upon information and belief, LPFSI administers certain fees charged by LPI to provide information its customers needed to preserve their investments. See Testimony of C. Pieper, Transcript of Hearing Held February 10, 2015 [Docket No. 120], at p. 126 [lines 17-21]. 10. On March 13, 2015, the UST filed its Notice of Appointment of H. Thomas Moran, II as Chapter 11 Trustee [Docket No. 205]. On March 19, 2015, the UST filed its Application to Approve H. Thomas Moran, II as Trustee [Docket No. 225], which application was approved by the Court also on March 19, 2015 [Docket No. 229]. 11. On March 25, 2015, the Trustee filed his request for this Court's authorization to initiate bankruptcy cases for the Subsidiary Debtors [Docket No. 240], which the Committee joined on March 31, 2015 [Docket No. 250]. The Court granted that request by its Order entered on April 7, 2015 [Docket No. 261]. FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 6

7 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 7 of On May 19, 2015, the Trustee initiated Bankruptcy Cases for the Subsidiary Debtors (the "Subsidiary Petition Date"). B. Applicable Compensation Procedures, and Munsch Hardt s Prior Interim Applications and Relevant Monthly Statements 13. On June 30, 2015, the Trustee filed his Motion to Establish Procedures for Monthly and Interim Compensation and Reimbursement of Expenses [Docket No. 558] (the "Compensation Procedures Motion"), seeking this Court's approval of proposed procedures providing for potential interim compensation to professionals of the estates through the submission of monthly statements and interim fee applications under the terms set forth therein ("Compensation Procedures"). 14. On August 6, 2015, this Court entered its Order granting the Compensation Procedures Motion [Docket No. 733]. 15. On October 21, 2015, the Trustee, Subsidiary Debtors, UST, and the Committee filed their Motion for Entry of an Order Approving Stipulation as to Revision to Certain Provisions of the Professional Compensation Procedures Order [Docket No. 1122] ("Stipulation"), in order to, inter alia, ensure compliance with the UST's Guidelines for large cases and facilitate review of professional fee claims in these cases. 16. On October 27, 2015, this Court held a hearing to consider the Stipulation, and determined thereupon to approve it. 17. In addition to its various monthly statements filed in these Bankruptcy Cases prior to the Application Period, on October 29, 2015, Munsch Hardt filed its First Interim Application for Compensation and Reimbursement [Docket No. 1145] ("First Interim Fee Application"). FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 7

8 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 8 of On October 30, 2015, Munsch Hardt filed its Second Interim Application for Compensation and Reimbursement (covering the period from July 1, 2015, through September 30, 2015) [Docket No. 1160] ("Second Interim Fee Application") On December 14, 2015, this Court held a hearing to consider the First Interim Application and Second Interim Application (as amended), pursuant to which the Court determined to grant the applications. See also Docket Nos and The Court's allowances under both of the First and Second Interim Applications have been paid to Munsch Hardt. 20. On April 22, 2016, Munsch Hardt filed its Third Interim Application for Compensation and Reimbursement (covering the period from October 1, 2015, through January 31, 2016) [Docket No. 2029] ( Third Interim Fee Application ). After no party objected, on May 25, 2016 this Court entered an order granting the Third Interim Fee Application [Docket No. 2280]. 21. On June 16, 2016, Munsch Hardt filed its monthly statement for the month of February 2016 [Docket No. 2444] ( February Monthly Statement ), encompassing $292, in fees and $1, in out of pocket expenses (total $293,613.48), for which it requested present payment of $235, (80% of Fees: $233,871.60; and 100% of expenses: $1,273.98). 22. On June 27, 2016, Munsch Hardt filed its monthly statement for the month of March 2016 [Docket No. 2569] ( March Monthly Statement ), encompassing $239, in fees and $ in out of pocket expenses (total $240,525.90), for which it requested present payment of $192, (80% of Fees: $191,803.20; and 100% of expenses: $771.90). 2 Munsch Hardt later amended both the First Interim Fee Application and Second Interim Fee Application, on November 2, 2015 [Docket Nos. 1191, and 1192]. FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 8

9 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 9 of On July 15, 2016, Munsch Hardt filed its monthly statement for the month of April 2016 [Docket No. 2710] ( April Monthly Statement ), encompassing $203, in fees and $2, in out of pocket expenses (total $206,108.19), for which it requested present payment of $165, (80% of Fees: $162,588.00; and 100% of expenses: $2,873.19). 24. On August 4, 2016, Munsch Hardt filed its monthly statement for the month of May 2016 [Docket No. 2894] ( May Monthly Statement ), encompassing $238, in fees and $4, in out of pocket expenses (total $242,441.21), for which it requested present payment of $194, (80% of Fees: $190,721.60; and 100% of expenses: $4,039.21). 25. No party objected to the February, March, or April monthly statements. Accordingly, Munsch Hardt filed Certificates of Non-objection with respect to same on July 12, 2016 [Docket No. 2691], July 13, 2016 [Docket No. 2695], and August 2, 2016 [Docket No. 2863]. As of the date of filing hereof, the May Monthly Statement remains pending. 26. Also as of the date of filing hereof, Munsch Hardt has been paid 100% of its fees and expenses for its First through Third Interim Fee Applications. Munsch Hardt has further been paid $135, on (partial) account of the February and March Monthly Statements. As of the date of filing hereof, Munsch Hardt has not received payment of any portion of the April Monthly Statement and as noted above, the May Monthly Statement remains pending. Accordingly, of the total $982, in fees and out of pocket expenses requested for allowance pursuant to this Application, $847, remains unpaid and is presently requested for payment. C. Additional Background Information Relevant to Application Period a. Plan-Related Matters and Activities 27. The most significant developments in these Bankruptcy Cases during the Application Period can generally be described as encompassing exhaustive efforts by estate FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 9

10 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 10 of 29 fiduciaries, major creditor constituencies and related parties in interest to formulate, negotiate and litigate amendments to the Chapter 11 plan jointly proposed for the Debtors and their estates by the Trustee, Subsidiary Debtors and the Committee (collectively, the Estate Plan Proponents ), as well as competing plan proposals by Vida Capital Inc. ( Vida ) and Transparency Alliance, LLC ( TA ). 28. As this Court is well aware, these efforts have ultimately led to the incorporation of Vida s restructuring proposals into the Estate Plan Proponents proposed plan, and this Court s approval for the solicitation of the Chapter 11 plan proposed by the Estate Plan Proponents, and the plan proposed by TA, which solicitation remains ongoing as of the date of filing of this Application. 29. Specifically, on February 8, 2016, TA, as well as several other parties, filed an objection [Docket No. 1493], to the Estate Plan Proponents then pending, first amended, disclosure statement, in advance of a hearing scheduled to consider same on February 11, Also scheduled for hearing on that same date was a motion seeking approval for a proposed plan support agreement with KLI Investments LP ( KLI ) and related parties [Docket No. 1337] ( PSA Motion ). 30. The numerous responses filed to the Estate Plan Proponents disclosure statement and the PSA Motion required comprehensive efforts to negotiate, respond to, and prepare for litigation of those requests for relief and responses. Ultimately, at the February 11, 2016 hearing, both matters were continued, substantially in order to accommodate the prospective filing of a proposed agreement to settle certain class action litigation ( Class Settlement Agreement ). As this Court knows, this litigation encompasses that ownership dispute regarding beneficial ownership of the investment policies comprising the foundation of Life FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 10

11 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 11 of 29 Partners business, and the resolution of same has served in these cases as a predicate to virtually any potential Chapter 11 plan for the estates. Transcript of Hearing Held February 11, 2016, at pp. 57 [lines 6-8] 58 [lines 1-3]. 31. Subsequently, in advance of a March 2, 2016 status conference hearing scheduled by this Court to consider the schedule applicable to the Estate Plan Proponents disclosure statement, the Trustee and Subsidiary Debtors filed an emergency motion seeking to extend plan exclusivity [Docket Nos and 1572], which this Court resolved at the March 2, 2016 hearing. Following this contested hearing in which the Committee intensively participated, the Court ruled that it would not consider an extension of exclusivity on an expedited basis, thus allowing it to expire as of March 4, Thereafter, on March 24, 2016, the Estate Plan Proponents filed their Second Amended Plan [Docket No. 1688], along with a related Disclosure Statement [Docket No. 1689]. 33. The following day, on March 25, 2016, the Estate Plan Proponents filed their Joint Motion to Approve (I) Disclosure Statement for Second Amended Joint Plan of Reorganization of Life Partners Holdings, Inc. et al. Pursuant to Chapter 11 of the Bankruptcy Code; (II) Form of Ballots and Solicitation, Voting, Balloting, and Election Procedures; (III) Procedures Relating to the Confirmation of the Plan; and (IV) Other Relief Relating to Plan Solicitation and Plan Confirmation Process [Docket Nos and 1694] ( Disclosure Statement Motion ), in order to resolve a request to estimate claims for voting purposes, as well as various notice, form scheduling, and other matters relating to approval of the Disclosure Statement and solicitation and confirmation of their related Second Amended Plan. 34. On April 1, 2016, the Plan Proponents filed their Joint Motion to Compromise Controversies, to Approve Plan Support Agreement, and for Related Relief (the Class FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 11

12 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 12 of 29 Settlement Motion ), through which the movants requested this Court s approval of the Class Settlement Agreement appended to the Class Settlement Motion. In light of the need to address certain prerequisite issues such as class certification the Class Settlement Motion proposed a two-step approval process in connection with the withdrawal of the reference of the pending class action litigation proceedings, back to the District Court: A preliminary approval hearing on notice to the entire putative class, and thereafter, a final hearing to consider approval of the Class Settlement Agreement (as well as separate, bankruptcy case approval by this Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure). Class Settlement Motion, at 3, Hearings were held in the consolidated class action proceedings pending before this Court on April 4, 2016, pursuant to which this Court determined to recommend the withdrawal of the reference of those proceedings, so that the District Court could exercise jurisdiction for the purposes of considering the Class Settlement Agreement. 36. On May 13, 2016, this Court entered its Report and Recommendations in consolidated Adv. Pro. No (as well as Civil Action No. 4:16-CV-212-A, pending before the District Court), its Report and Recommendations, pursuant to which the Court recommended that the District Court enter an order approving the Class Settlement Agreement. 37. On May 19, 2016, following the resolution and litigation or several objections, this Court announced its determination to grant the Class Settlement Motion and approve the Class Settlement Agreement, pursuant to Fed. R. Bankr. P and See also Docket Nos. 2094, , On May 25, 2016, the District Court entered its tentative ruling in Civil Action No. 4:16-CV-212-A, announcing the District Court s intention to approve this Court s Report and Recommendations regarding approval of the Class Settlement Agreement. FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 12

13 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 13 of As an Estate Plan Proponent and a joint movant under the Class Settlement Motion, the Committee directly and intensively participated in the negotiation and formulation of same, as well as the foregoing contested proceedings that have been required to properly situate the Class Settlement Agreement, as a required predicate under the Estate Plan Proponents Chapter 11 plan, for final approval. 39. In addition, as this Court is well aware, these plan-related efforts during the Application Period also encompassed a proposed competing plan originally filed by Vida on April 5, 2016 [Docket No. 1793] ( Vida Plan ), along with a motion seeking to establish formal procedures for a competing plan process [Docket No. 1788] ( Vida Procedures Motion ). 40. On April 7, 2006, the Committee filed its Motion for Leave to Publish Additional Plan Related Materials and to Conduct Webinar Sessions With Creditor Investors Regarding Second Amended Joint Plan of Reorganization [Docket No. 1814] ( Investor Outreach Motion ). 41. Meanwhile, on April 9, 2016, TA filed its Chapter 11 plan for the Debtors estates [Docket No. 1824] ( TA Plan ). 42. The Investor Outreach Motion, along with the Plan Proponents Disclosure Statement, Disclosure Statement Motion, and the Vida Procedures Motion, were all scheduled for a hearing to held on April 18, These contested matters produced a tempest of opposing responses and replies by the movants, proponents and other parties. The Committee thoroughly participated in formulating, negotiating, preparing and litigating same, including but not limited to assuming the lead role in responding to the Vida Procedures Motion. See, e.g., Docket Nos , 1850, 1853, , 1868, 1870, 1875, 1876, 1879, and Following the April 18, 2016 hearing, the Court: FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 13

14 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 14 of 29 (i) (ii) (iii) Determined to approve the Estate Plan Proponents Disclosure Statement and the Disclosure Statement Motion in part, while reserving other relief sought thereunder for further proceedings to be held on May 19, See Docket Nos and 2081; denied the Vida Procedures Motion, but without prejudice to a portion of the relief that had been requested therein. See Docket No. 2289; and entered an order on April 22, 2016, granting the Committee s Investor Outreach Motion [Docket No. 2038]. Pursuant to this motion, Munsch Hardt, as counsel for the Committee, has subsequently held weekly webinars with investors, in order to provide them information regarding the Estate Plan Proponents Second Amended (and now Third Amended) Plan, and the Bankruptcy Cases. 45. The Committee s plan-related efforts during the Application Period materially led to this Court s approval at the April 18, 2016 hearing of the Estate Plan Proponents Disclosure Statement, and its eventual authorization, outside of the Application Period, for the Estate Plan Proponents solicitation of their proposed Chapter 11 plan (now, as further detailed below, their Third Amended Plan ). See also Docket Nos and As of the date of filing of this Application, such solicitation remains ongoing. 46. Moreover, on April 29, 2016, Vida filed its (first amended) plan [Docket No. 2058], along with a related, original disclosure statement. Also on that date, Vida filed an Emergency Motion to Shorten Response Time and Request for Hearing to Approve Disclosure Statement [Docket No. 2060] (the Motion to Expedite ). On May 19, 2013, Vida filed a related motion seeking this Court s approval of its disclosure statement, and related relief. See Docket No The Trustee and Committee objected to Vida s disclosure statement and related foregoing motions, which matters were resolved outside of the Application Period. See Docket Nos. 2104, FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 14

15 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 15 of At the conclusion of the Application Period, on May 31, 2016, Vida filed its Second Amended Vida Plan [Docket No. 2304], and its related First Amended Disclosure Statement [Docket No. 2308]. 49. As this Court is well aware, the Committee s efforts to analyze, evaluate, negotiate, and oppose where appropriate, Vida s restructuring proposals, along with those of other lead parties, has materially led to the eventual incorporation, outside of the Application Period, of Vida s restructuring proposals into the Estate Plan Proponents Third Amended Plan, including substantial estate financing provided by Vida that this Court has recently determined to approve at a hearing held on August 4, See also Notice of Withdrawal of Chapter 11 Plan [Docket No. 2751]. 50. Meanwhile, on May 3, 2016, TA filed its First Amended Plan of Reorganization [Docket No. 2067] (hereinafter, references to the TA Plan, are to the TA Plan as so amended), and its related Disclosure Statement. Also on that date, Transparency filed its related motion seeking this Court's approval of the Disclosure Statement, as well as related solicitation, voting, balloting, election and confirmation procedures [Docket No. 2075]. 51. At the conclusion of the Application Period, the Committee, along with other parties, filed its objection to TA s disclosure statement and related motion. 52. As this Court is well aware, direct and fulsome participation by the Committee in proceedings to resolve the TA Plan and TA s plan-related efforts, including Munsch Hardt s services to analyze, negotiate, and litigate those proposals, have also contributed to the successive amendment and refinement of the TA Plan to the point where, following the Application Period, it has also been approved by this Court for solicitation, which solicitation also remains ongoing. See, e.g., Docket No FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 15

16 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 16 of Moreover, throughout these efforts, the Committee has continued its efforts to coordinate with and provide information to investors and investor groups, in order to assist them in understanding the status of the Bankruptcy Cases, material developments, proposals and disputes arising therein, and asserting their interests, including but not limited through direct correspondence, coordination with counsel, the Investor Outreach Motion, and the Committee s official website for the Bankruptcy Cases. b. Other Material Efforts and Matters During the Application Period 54. In connection with the Trustee s and Committee s efforts to restructure Life Partners businesses, the Committee also coordinated with the Trustee during the Application Period to negotiate and litigate the Trustee s motions seeking this Court s approval of his proposed compromises with the Debtors escrow agents, Advanced Trust Life Escrow Services LTA, and Purchase Escrow Services, LLC. Pursuant to these efforts, following contested hearings held on February 18, 2016, this Court entered its orders granting both such motions. See Docket Nos 1560 and Also during the Application Period, the Committee has continued to expend considerable efforts to promote and resolve the administration of creditor claims as a core aspect of the Bankruptcy Cases. 56. In furtherance of same, at the outset of the Application Period, the Committee coordinated with the Trustee regarding the Trustee s proposal to cause LPI to file an amended bankruptcy Schedule F with respect to the investment claims of all of LPI s current investors, on February 12, See Docket No. 1530; Case No [Docket No. 38]. This filing formed the basis for the Trustee and Committee s agreed resolutions of multiple motions filed by investor creditors seeking relief from the claims bar date previously ordered by this Court in the FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 16

17 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 17 of 29 Bankruptcy Cases, and as to which the Committee has taken a lead coordinating role. See Docket Nos. 1476, 1478, 1483, 1484, 1491, 1514, 1581, 1605, 1621, 1660 and These efforts also encompassed the extremely voluminous notices of transfers of claims that have been filed by claims purchasers during the Application Period as the estates have proceeded towards plan confirmation proceedings. See, e.g., Docket Nos. 1658, 1659, , , , , , , , , , , 2106, 2118, , , Due to the particular characteristics of these Bankruptcy Cases and Life Partners businesses many investor creditors have filed proofs of claims aggregating multiple investment contracts (i.e., policy positions) under a single proof of claim, these proofs of claims also encompass a broad variety of claims related to the various investments, and the documentation filed with proofs of claims is not generally, publicly available. See, e.g., Order Establishing Seller Protection Procedures [Docket No. 591]. Accordingly, the corresponding volume of claims purchasing activities has prompted the Committee work closely with the Trustee, his professionals, and purchasers, to consensually and efficiently reconcile and resolve the precise scope of claims acquired by purchasers through their purchase contracts with investors. This has been necessary in order to prevent any misunderstanding as to the policy positions purchased and sold, and to ensure and resolve the proper standing of creditors in these cases to participate in these estates. 59. This Application Period was also notably marked by substantial litigation activities in which the Committee significantly participated. During this time, the Trustee initiated substantial litigation held by the Debtors estates against numerous defendant parties, as well as removing multiple other litigation proceedings to this Court for consolidation and FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 17

18 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 18 of 29 disposition under the Class Settlement Agreement or other administration by this Court. See Docket Nos. 1601, 1602, , , 1656, 2259, 2260, On March 5, 2016, the Trustee also filed his Trustee's Report Concerning His Investigation of the Debtors' Pre-Petition Business Conduct, detailing his investigation into the Debtors pre-petition fraudulent and other material business practices [Docket No. 1584]. 61. During the course of these activities, the Committee continued to: (i) monitor the Trustee s investigation activities and progress; (ii) confer, coordinate and remonstrate with the Trustee as to his approach to administering the estates causes of action and related litigation proceedings; (iii) review and comment upon certain of the Trustee s proposed documents and analyses; and (iv) confer and correspond with other parties in interest and the Court as to the Committee s positions on the numerous substantive and procedural matters raised in these litigation proceedings. 62. Ultimately, on May 12, 2016, this Court entered its Order to Show Cause signaling its intention to abate the remaining adversary proceedings pending in connection with the Bankruptcy Cases pending conclusion of the plan proceedings being conducted by this Court [Docket No. 2125], and following the May 19, 2016, hearing in which the Committee participated and supported abatement, determined to order such abatement. 63. Finally, during the Application Period, numerous monthly statements and interim applications seeking compensation of fees and reimbursement of expenses continued to be filed by professionals of the estates, including but not limited to the Committee s professionals. See, e.g., Docket Nos. 1479, 1485, 1526, 1543, 1544, 1552, 1582, 1594, 1636, 1640, 1642, 1644, 1647, 1649, 1657, 1679, 1706, 1784, 1886, 2016, 2020, 2021, 2029, 2030, 2032, 2039, 2049, 2261, 2262, 2367, 2368, 2373, 2444, 2445, 2495, 2496, 2515, 2569, 2586, 2587, In addition to FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 18

19 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 19 of 29 preparing, submitting and administering the applications of the Committee s professionals, during the Application Period, Munsch Hardt continued to represent the Committee in its review, evaluation, negotiation and efforts to resolve procedures for the compensation of professionals as well as other requests for compensation and reimbursement from the estates. See also Docket Nos. 1553, Prominent among these efforts was the Committee lead role in resolving MMS Advisors, LLC s contested application for compensation and reimbursement from the estates, and proceedings relating to same. See Docket Nos. 1487, 1551, 1570, 1585, These efforts ultimately led to the successful negotiation of a consensual resolution providing the estates a substantial reduction in the consideration allowed to MMS. See Docket Nos. 1692, III. SUMMARY OF THE APPLICATION 65. By this Application, Munsch Hardt requests fourth interim approval and present payment, pursuant to sections 327, 330, 331 and 503(b) of the Bankruptcy Code and Rules 2016(a) and 9013 of the Federal Rules of Bankruptcy Procedure, of its professional fees in the amount of $973, and expenses in the amount of $8,958.28, for a total interim allowance of $982, As detailed above, of this amount, $847, remains unpaid and is presently requested for payment. Munsch Hardt's invoice providing detailed time entries and the summary of the expenses incurred is attached hereto as Exhibit "A" and incorporated herein by reference for all purposes. 66. An itemization of services rendered, by timekeeper, for the Application Period is included under Exhibit "A" and incorporated herein by reference for all purposes. A breakdown reflecting the various project areas in which Munsch Hardt spent time is set forth in FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 19

20 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 20 of 29 section IV.C. of this Application, and in Exhibit "A", and these are incorporated herein by reference for all purposes. 67. During the Application Period, Munsch Hardt incurred actual out of pocket expenses in the amount of $8, A breakdown of the expenses during the Application Period is included with Exhibit "A" and is incorporated herein by reference for all purposes. 68. As counsel for the Committee, Munsch Hardt performed no pre-petition services relating to this engagement, and has received no prior retainer or promise of payment from any person or entity. This Application is Munsch Hardt's fourth interim application for compensation or reimbursement in these Bankruptcy Cases (in addition to previously filed Monthly Statements for certain of the same, overlapping periods). IV. REQUEST FOR ALLOWANCE A. Standards for Allowance of Fees and Expenses 69. Pursuant to section 330 of the Bankruptcy Code, a bankruptcy court may allow reasonable compensation for actual, necessary professional services rendered by a professional in the case, determining the reasonableness of the compensation requested based upon the nature, extent and value of such services. Similarly, a bankruptcy court may allow the reimbursement of actual, necessary expenses incurred by a professional in connection with the rendition of such services. Specifically, section 330 provides in pertinence: (1) After notice to the parties in interest and the United States Trustee and a hearing, and subject to sections , the court may award to a... professional person employed under section (A) reasonable compensation for actual, necessary services rendered by the... professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses.... FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 20

21 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 21 of 29 (3) In determining the amount of reasonable compensation to be awarded,..., the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including 11 U.S.C. 330(a)(1) and (3). (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 [the Bankruptcy Code]; (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;... (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under [the Bankruptcy Code]. 70. In considering the reasonableness of fees requested under section 330, the Fifth Circuit Court of Appeals has traditionally used the lodestar method, whereby the loadstar is calculated by multiplying the number of hours reasonably spent on the work by the prevailing hourly rate in the community and then adjusted upward or downward based upon the factors listed in section 330(a)(3) and in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5 th Cir. 1974). 3 See In re Cahill, 428 F.3d 536, (5 th Cir. 2005); see also Peele v. Cunningham (In re Texas Securities, Inc.), 218 F.3d 443, 445 (5th Cir. 2000); Donaldson Lufkin & Jenrette Secs. Corp. v. National Gypsum Co. (In re National Gypsum Co.), 123 F.3d 861, The twelve Johnson factors are: (1) the time and labor required; (2) the novelty and difficulty of the issues addressed; (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorneys due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the undesirability of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. Johnson, 488 F.2d at FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 21

22 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 22 of 29 (5th Cir. 1997); In re First Colonial Corp. of America, 544 F.2d 1291, (5th Cir.), cert. denied, 431 U.S. 904 (1977). B. Application of Standards to Munsch Hardt's Request for Fees 71. Munsch Hardt s requested interim allowance, payment and reimbursement of its fees and out of pocket expenses are reasonable and supported under the factors set forth in section 330(a)(3) and Johnson. C. Time Spent on Services and Nature of Services Rendered 72. During the Application Period, Munsch Hardt's attorneys and paraprofessionals charged the Committee for 1, in hours actually spent in the representation of the Committee and protecting the interests of general unsecured creditors of the Debtors' estates. An itemization of the specific matters handled by Munsch Hardt during the Application Period, by Task Code, is provided in Exhibit "A", with summaries of each such Task Code area, immediately below: Case Administration (Task Code 1). Munsch Hardt spent 3.4 hours under this category for total fees of $2002. During the Application Period, Munsch Hardt corresponded with the UST, Trustee's counsel and the Clerk of the Court regarding various procedural and other case administration matters, and performed its scheduling, staffing and calendaring functions for the Committee in order to ensure that all contested matters, disputes and requests for relief arising in these Bankruptcy Cases are appropriately monitored and evaluated by the Committee. This category also contains Munsch Hardt s review and monitoring of the Debtors operating budgets and reports. Employment of Professionals' (Task Code 2): Munsch Hardt spent a total of 10.7 hours under this category for total fees of $5,427. Under this category, Munsch Hardt reviewed and evaluated applications for engagement of professionals (and/or proposed increased scope of engagement) proposed by the Trustee. This area also included the efforts to address supplemental disclosures by the Committee s consultants and correspondence with the UST regarding Committee membership. Fee Applications (Task Code 3): Munsch Hardt spent a total of 69.7 hours under this category for total fees of $32, The hotly contested MMS application disputes and corresponding services detailed above are included under this category. Also included are Munsch Hardt efforts to review, evaluate, and confer with the Trustee to formulate and obtain FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 22

23 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 23 of 29 additional stipulation arrangements regarding the compensation procedures applicable in these Bankruptcy Cases, as well as Munsch Hardt's review, analysis and negotiation of numerous monthly statements and applications for compensation, and corresponding time records submitted by various professionals. Finally, under this category during the Application Period, Munsch Hardt prepared, submitted, negotiated, and obtained approval for (where appropriate), its own monthly Statements, as well as its Third Interim Application. Meetings and Communications with the Committee (Task Code 4): Munsch Hardt spent a total of hours under this category for total fees of $69, This area incorporates Munsch Hardt's close coordination with the Committee's members as to virtually all of the contested matters, litigation and other proceedings, as well as business and restructuring issues and disputes before this and other courts and/or presented in and relating to these Bankruptcy Cases. These matters included during the Application Period, without limitation: (i) reporting on plan matters, including but not limited to the competing plans and related negotiations, as well as coordination and discussion regarding meetings and scheduling to advance same; (ii) compiling and conveying numerous periodic reports; (iii) reporting on the numerous submitted compensation professional applications; (iv) discussing specific Plan proposals, documents and issues; (v) discussing the Class Action Settlement and status of approval, as well as other potential compromises, and other litigation and legal issue reports and assessments; (vi) responding to miscellaneous Committee member inquiries; and (vii) reporting on hearing attendance, participation (including potentially by Committee members) and other miscellaneous case matters to the Committee. Especially under the particular circumstances of these complex Chapter 11 Bankruptcy Cases, the Committee's members have personally participated substantially in negotiations with the Debtors, Trustee, and related parties, and have formally appeared at numerous formal and informal meetings and hearings held in these cases, thus magnifying the need for close coordination with the Committee's members. Creditor Correspondence (Task Code 05). Munsch Hardt spent hours under this category for total fees of $144, This category encompasses Munsch Hardt's meetings and other correspondence with the tens of thousands of investor creditors implicated in these cases, and other potential parties in interest, including major creditors, potential business and restructuring partners and other party constituencies. Munsch Hardt s services in this area have also become even more critical as the estates have neared plan solicitation during the Application Period. Under this category of services, Munsch Hardt also formulated, proposed and obtained approval of its Investor Outreach Motion, as well as implemented same. Munsch Hardt also addressed regular updates of the Committee's official website for the Bankruptcy Cases, coordinated with the Trustee and his professionals to establish consistent protocols and procedures for administering investor and creditor case inquiries, and prepared and submitted its Plan supplement materials regarding additional proposed correspondence with investors and other general unsecured creditors. Tax Issues (Task Code 12). Munsch Hardt spent 2.2 hours under this category for total fees of $1,096. During the Application Period, this category encompasses Munsch Hardt's efforts to analyze a specific tax issue relating to a proposed compromise agreement. FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 23

24 Case rfn11 Doc 2930 Filed 08/08/16 Entered 08/08/16 17:36:29 Page 24 of 29 Claims Analysis/Objections (Task Code 13): Munsch Hardt spent a total of 21.7 hours under this category for total fees of $10, During the Application Period for this category, Munsch Hardt took the lead in administering, negotiating and resolving additional motions seeking allowance of claims. These services also included Munsch Hardt's efforts to address the claims trading issues detailed above, ad to resolve the estates approach to the class proof of claim contemplated under the Class Settlement Agreement. Other Contested Matters (Task Code 14): During the Application Period, Munsch Hardt spent a total of 4.5 hours under this category for total fees of $2, This category during the Application Period, was essentially comprised of Munsch Hardt's efforts to coordinate with the Trustee regarding the negotiation, documentation and submission of the estates' proposed compromise agreements with Life Partners' pre-petition escrow agents, which were approved by the Court during the Application Period. This category otherwise includes miscellaneous contested matters presented by the Bankruptcy Cases that do not strictly fall under one of the other categories utilized by Munsch Hardt for this engagement. Avoidance Action Analysis/Litigation (Task Code 16): During the Application Period, Munsch Hardt spent a total of 49.3 hours under this category for total fees of $24, This category during the Application Period includes Munsch Hardt's efforts to coordinate with the Trustee to research, formulate and maximize the estates' strategy and schedule for, and other approaches to, asserting and liquidating their portfolio of avoidance actions, including but not limited to analyzing the potential claims and causes of actions themselves, as well as limitations and tolling issues relating to same. Under this category Munsch Hardt also reviewed, monitored and evaluated existing litigation, and analyzed the Trustee s fraud report. Other Litigation (Task Code 17): During the Application Period, Munsch Hardt spent a total of hours under this category for total fees of $141, This category primarily includes Munsch Hardt's efforts to evaluate, negotiate, prosecute and obtain approval for, the complex Class Action Settlement encompassing the ownership disputes arising in these Bankruptcy Cases, including substantial efforts to navigate the complex procedures for the approval of the settlement by this Court and the District Court. It also includes Munsch Hardt's efforts to coordinate the approval and implementation of the related multi district litigation settlement proposed in these cases to resolve related complex litigation proceedings pending under multiple cases. Under this category of services, Munsch Hardt also continued to monitor, evaluate and confer with the Trustee regarding other litigation proceedings and potential settlements impacting the estates. Business Operations (Task Code 18): During the Application Period, Munsch Hardt spent a total of 4.9 hours under this category for total fees of $2, This category includes Munsch Hardt's regular monitoring of, and conferring with the Trustee regarding, the status of the Debtors' business operations, including but not limited to, monthly operating reports, employee and retention issues. Plan of Reorganization/Disclosure Statement (Task Code 19). Munsch Hardt spent a total of hours under this category for total fees of $384, During the Application Period, this category constituted by far the most substantial area of services rendered by Munsch FOURTH INTERIM APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF PROFESSIONAL FEES AND REIMBURSEMENT OF EXPENSES Page 24