Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP OIL & GAS CORPORATION CASE NO. 12-36187 Debtor CHAPTER 7 THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 Name of Applicant: Cooper & Scully, P.C. Applicant s role in case: Special Counsel to the Chapter 7 Trustee Date Order of Appointment Signed: 9/17/14 (Dkt. 3318) 2/27/15 (Dkt. 3496) Beginning of Period End of Period Time period covered by this Application: 4/1/15 8/31/15 Time period(s) covered by prior Applications: First: 6/27/14 9/30/14 Second: 10/1/14 3/31/15 Total amounts awarded in all prior Applications: $128,780.00 fees $22,448.22 expenses Total fees requested in this Application: $540,654.50 1 Total hourly professional fees requested in this Application: $45,360.00 Total actual professional hours covered by this Application: 151.2 hours Average hourly rate for professionals: $300.00 per hour Total paraprofessional fees requested in this Application: $294.50 Total actual paraprof. hours covered by this Application: 3.1 hours Average hourly rate for paraprofessionals: $95 per hour Reimbursable expenses sought in this Application: $9,922.05 Expected amount of dividend to be paid to unsecured creditors: Expected percentage dividend to be paid to unsecured creditors: Expected amount to be paid to all pre-petition creditors: Unknown at this time Unknown at this time Unknown at this time 1 This amount includes $495,000.00 in contingency fees. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 1 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 2 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP OIL & GAS CORPORATION CASE NO. 12-36187 Debtor CHAPTER 7 SECOND INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 THIS APPLICATION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE APPLICATION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE APPLICATION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE APPLICATION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE APPLICATION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. TO THE HONORABLE MARVIN ISGUR, UNITED STATES BANKRUPTCY JUDGE: Cooper & Scully, P.C. ( Cooper & Scully ), special counsel to Rodney D. Tow, the Chapter 7 Trustee ( Trustee ) for the Debtor ATP Oil & Gas Corporation submits this Third Interim Application for Allowance of Compensation and Reimbursement of Expenses, for the time period April 1, 2015 through August 31, 2015 ( Application ), and respectfully represents as follows: THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 2 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 3 of 17 I. BACKGROUND 1. On August 17, 2012, ATP Oil & Gas Corporation filed its voluntary petition for Chapter 11 bankruptcy under section 301 of the Code, 11 U.S.C. 301. 2. On June 26, 2014, the case was converted to a Chapter 7 Bankruptcy and Rodney D. Tow was appointed Trustee. 3. Cooper & Scully s employment as special counsel was approved by the Court on September 17, 2014 (Dkt. 3318). 4. Cooper & Scully s Second Amended Application regarding being retained as special counsel was approved by the Court on February 27, 2015 (Dkt. 3496). 5. The professional services for which Cooper & Scully seek compensation in this application involve hourly billing in litigation in which the Debtor or the Estate has been sued, as stated under Litigation Management, and contingent fee work done related to the characterization of overriding royalty interests as stated under NPI/ORRI litigation in Cooper & Scully s Application to Employ. 6. This Application is Cooper & Scully s third request for allowance and payment of fees and expenses. The first application for $70,059.03 in fees and expenses was granted on December 1, 2014 (Dkt. 3406). The second application for $81,169.19 in fees and expenses was granted on May 7, 2015 (Dkt. 3532). II. RELIEF REQUESTED 7. Pursuant to section 330 of the Bankruptcy Code, Cooper & Scully requests allowance of fees in the amount of $540,654.50 and expenses in the amount of $9,922.05, for a THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 3 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 4 of 17 total request in the amount of $550,576.55 for the period April 1, 2015 through August 31, 2015 ( Application Period ). 8. The fees sought by Cooper & Scully in this Application are comprised of both fees charged at an hourly basis and the recovery of fees awarded on a contingency basis. 9. For the hourly basis fees, invoices with detailed time entries for services rendered by Cooper & Scully professionals and paraprofessionals and summaries of expenses incurred during the Application Period are attached hereto at Exhibits 1-3. The total hourly fees sought are in the amount of $45,654.50 and expenses in the amount of $8,180.67. 10. Additionally, Cooper & Scully seeks a recovery of 30% of the recovery in two adversary cases related to overriding royalty interests: Adversary No 14-03286; Rodney Tow, Trustee v. HBK Main Street Investments, L.P.; and Adversary No. 14-03287; Rodney Tow, Trustee v. Sankaty ATP L.L.C., Sankaty Credit Opportunities IV, L.P., and Sankaty Managed Account (UCAL), L.P.; United States Bankruptcy Court, Southern District of Texas. 11. In those two Adversaries, Cooper & Scully recovered $825,000.00 and $825,000.00 for the Estate (Dkt. 3589). The 30% contingent fee on each is $247,500.00. Cooper & Scully seeks recovery of its contingent fee in this Application in the amount of $495,000.00 and expenses in the amount of $1,741.38. 12. Cooper & Scully has made every effort to ensure that the Application complies with the Bankruptcy Local Rules of this Court, the Federal Rules of Bankruptcy Procedure, the Bankruptcy Code, and the Guidelines for Reviewing Fee Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 issued by the U.S. Department of Justice, effective January 30, 1996. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 4 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 5 of 17 13. Cooper & Scully has made every effort to avoid unnecessary duplication of effort by and among its attorneys and paraprofessionals, as well as with other professionals retained in this case. A. Litigation on an Hourly Basis III. DESCRIPTION OF SERVICES RENDERED 14. The Trustee has retained Cooper & Scully to monitor pending litigation that affects the Estate and to protect the Estate s interest in cases in which the Estate is a defendant. 15. In Civil Action No. 13-cv-00262; United States of America v. ATP Oil & Gas Corporation; In the United States District Court for the Eastern District of Louisiana, Cooper & Scully is defending the Estate in a case related to claims by the government related to unlawful dumping on the Innovator platform in violation of the Clean Water Act and Outer Continental Shelf Lands Act (herein Clean Water Act case ). 16. The case was stayed by the District Court pending a criminal investigation by the United States. The stay was lifted in April 2015. In order to properly defend the case and protect the Estate, Cooper & Scully had meetings with the United States to discuss the claims and facts, attended court ordered hearings, investigated the validity of the claims and damages sought, met with the Trustee regarding its evaluation of the case, and attended a successful settlement conference with the United States. 17. The Trustee and the United States have reached a settlement in the Clean Water Act case and it is anticipated that the Motion to Compromise will be finalized and filed within the next 10 days. Other than closing documents related to the approval of the settlement, no other fees are expected to be incurred in the Clean Water Act case. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 5 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 6 of 17 18. For the Application Period, Cooper & Scully has fees totaling $14,490.00 and expenses of $1,235.41 in the Clean Water Act case. See Exhibit 1. 2 19. In Civil Action No. 13-6584; Randy Comeaux v ATP Oil & Gas Corporation; In the Eastern District of Louisiana, Cooper & Scully is defending the Estate in a personal injury lawsuit case related to the alleged discharge of chemicals on the Titan platform (herein Comeaux case ). 20. Mr. Comeaux alleges that due to the negligence of ATP he has suffered partial blindness and other injuries. Cooper & Scully has filed an Adversary Proceeding related to insurance coverage in that case. 3 The fees for which Cooper & Scully seek reimbursement are related to attending several court ordered hearings, reviewing documents produced by the parties, preparing for an attending the plaintiff s deposition, and meeting with the Trustee to discuss the evaluation and defense of the case. 21. For the Application Period, Cooper & Scully has fees totaling $11,520.50 and expenses of $5,529.76 in the Comeaux case. See Exhibit 2. 22. Additionally, Cooper & Scully is defending the Civil No. 13-cv-00549; Randy Comeaux v ATP Oil & Gas Corporation; In the Eastern District of Louisiana ( Qui Tam case ). This is a qui tam action brought by the same plaintiff against ATP related to alleged violations of the False Claims Act. The United States has declined to intervene in the Qui Tam case. 2 Cooper & Scully has also reached a settlement with ATP s insurer and former general counsel under which the Estate will reimburse all of the fees paid to Cooper & Scully in the Clean Water Act case. 3 In this Application, Cooper & Scully is not seeking recovery of any fees related to its insurance coverage action pending before this Court as Adversary No. 14-03316; Rodney Tow, Trustee vs. Gemini Insurance Company, and Underwriters at Lloyds London Syndicate #4711. That matter is being handled by Cooper & Scully on a contingent fee basis. If the Trustee is successful in that Adversary, any fees paid by the Estate for defending the Comeaux case will be submitted to the insurer for reimbursement. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 6 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 7 of 17 23. Cooper & Scully has filed a Motion to Dismiss in the Qui Tam case, which was submitted to the District Court on June 10, 2015. Minimal work is expected to be performed on this case until that Motion is ruled upon. 24. Cooper & Scully also assisted the Trustee in litigation management by supervising, providing guidance, and protecting the Estate s assets in lawsuits being handled for the Trustee by other law firms related to non-overriding royalty interest preference litigation, the claims against BP. 25. The total fees for the Qui Tam case and other litigation management are fees of $19,644.00 and expenses of $1,415.50. See Exhibit 3. 26. The total hours and amounts charged by each Cooper & Scully professional and paraprofessional for services described above provided to the Trustee during the Application Period for litigation management, including the Clean Water Act case, Comeaux case, and Qui Tam case are summarized below: NAME HOURS HOURLY RATE FEES T. Micah Dortch 8.3 $300.00 $2,490.00 Christopher D. Lindstrom 137.1 $300.00 $41,130.00 Julie Koenig 4.3 $300.00 $1,290.00 Lauren Tow 0.6 $300.00 $180.00 Fred Shuchart 0.9 $300.00 $270.00 Luisa Ulluela 1.9 $95.00 $180.50 Charlene Stone 1.2 $95.00 $114.00 Total 154.3 $45,654.50 27. During the Application Period for the above fees, the hourly rate for all attorneys at Cooper & Scully was $300.00 per hour. The hourly rate for paralegals was $95.00 per hour. These rates are well within the range of hourly fees charged by professionals of similar experience who practice before this Court. These are the hourly rates approved by the Court in THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 7 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 8 of 17 the Order allowing the Trustee to hire Cooper & Scully as Special Counsel (Dkt. 3318 and 3496). B. Contingency Fee Litigation 28. Cooper & Scully seeks the recovery of its contingent fee in two ORRI Adversary Proceedings that were pending in this Court. 29. On August 29, 2015, Cooper & Scully filed Adversary 14-03286; Rodney Tow, Trustee v. HBK Main Street Investments, L.P.; United States Bankruptcy Court, Southern District of Texas ( HBK Litigation ) on behalf of the Trustee. 30. In the HBK Litigation, there was a dispute as to whether certain payments of money to the defendant constituted a production payment under an express overriding royalty interest, or if it constituted the repayment of a debt and avoidable under Sections 547 and 549 of the Bankruptcy Code. 31. The Trustee settled the HBK Litigation, recovering $825,000.00 in cash payable to the Estate, which was approved by the Court on June 29, 2015 (Dkt. 3589) 32. Under the terms of the Order Authorizing Employment, Cooper & Scully is to receive 30% attorney s fees for any recoveries between the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier (Dkt. 3318 and 3496). Litigation. 33. Therefore, Cooper & Scully seeks $247,500.00 in attorney s fees for the HBK 34. On August 29, 2015, Cooper & Scully filed Adversary No. 14-03287; Rodney Tow, Trustee v. Sankaty ATP L.L.C., Sankaty Credit Opportunities IV, L.P., and Sankaty Managed Account (UCAL), L.P.; United States Bankruptcy Court, Southern District of Texas on behalf of the Trustee ( Sankaty Litigation ) THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 8 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 9 of 17 35. In the Sankaty Litigation, there was a dispute as to whether certain payments of money to the defendant constituted a production payment under an express overriding royalty interest, or if it constituted the repayment of a debt and avoidable under Sections 547 and 549 of the Bankruptcy Code. 36. The Trustee settled the Sankaty Litigation, recovering $825,000.00 in cash payable to the Estate, which was approved by the Court on June 29, 2015 (Dkt. 3496). 37. Under the terms of the Order Authorizing Employment, Cooper & Scully is to receive 30% attorney s fees for any recoveries between the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier (Dkt. 3318 and 3589). Litigation. 38. Therefore, Cooper & Scully seeks $247,500.00 in attorney s fees for the Sankaty 39. During the Application Period for the above fees, contingent rate was well within the range of fees charged by professionals of similar experience who practice before this Court. This is the contingent rates approved by the Court in the Order allowing the Trustee to hire Cooper & Scully as Special Counsel (Dkt. 3318 and 3496). A. Litigation on an Hourly Basis IV. DESCRIPTION OF EXPENSES 40. Cooper & Scully is requesting reimbursement in the amount of $8,180.67 in actual and necessary out-of-pocket expenses incurred in the rendition of professional services to the Trustee for the Clean Water Act case, Comeaux case, Qui Tam case, and other litigation management. The expenses detailed in Exhibits 1-3 incurred by Cooper & Scully are summarized as follows: THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 9 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 10 of 17 Professional Services incurred by local counsel in EDLA (Dkt. 3427) $4,354.00 Westlaw 66.78 Travel Expenses 2,206.61 Photocopies 217.80 Outgoing Telecopies 178.00 Long Distance Telephone 4.06 Postage5.74 Record Search 144.3 Court Reporter Fees 847.55 Service of Subpoena 99.00 Federal Express 36.83 Court Costs 20.00 TOTAL $ 8,180.67 41. Cooper & Scully submits that all expenses incurred were reasonable and necessary and should be allowed by the Court. B. Contingency Fee Litigation 42. Cooper & Scully is also requesting reimbursement in the amount of $1,741.38 in actual and necessary out-of-pocket expenses incurred in the rendition of professional services to the Trustee for the HBK Litigation and the Sankaty Litigation. The expenses detailed in Exhibits 4-5 incurred by Cooper & Scully are summarized as follows: Filing fees $700.00 Travel Expenses $650.58 Postage $0.48 Court transcript fees $51.30 Photocopies $281.60 Records fees $56.90 Long Distance Telephone $0.52 TOTAL $1,741.38 43. Cooper & Scully submits that all expenses incurred were reasonable and necessary and should be allowed by the Court. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 10 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 11 of 17 V. BASIS FOR RELIEF 44. Section 330 of the Bankruptcy Code governs the allowance of compensation for professional services and reimbursement of out of pocket expenses incurred in the rendering of services to the estate. In pertinent part, Section 330 of the Bankruptcy Code provides: (a)(1) After notice to the parties in interest and the United States trustee and a hearing, and subject to sections 326, 328 and 329, the court may award to a trustee,..., an examiner, an ombudsman appointed under section 333, or a professional person employed under section 327 or 1103 - - (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual necessary expenses. * * * (3) In determining the amount of reasonable compensation to be awarded to an examiner, trustee under chapter 11, or professional person, the Court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including - - (A) (B) the time spent on such services; 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 this title; (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; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (E) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 11 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 12 of 17 than cases under this title. 11 U.S.C. 330(a). 45. This Application substantiates the total amount that Cooper & Scully seeks for fees and expenses in accordance with each element of the customary standards applied to fee applications. These standards are set forth in Rule 2016 of the Federal Rules of Bankruptcy Procedure, and In re First Colonial Corp. of America, 544 F.2d 1291 (5th Cir. 1977). 46. In First Colonial, the Fifth Circuit adopted twelve factors to apply to the determination of awards of attorneys fees in bankruptcy cases: (i) time and labor required; (ii) the novelty and difficulty of the questions; (iii) the skill requisite to perform the legal service properly; (iv) the preclusion of other employment by the professional due to acceptance of the case; (v) the customary fee; (vi) whether the fee is contingent or fixed; (vii) time limitations imposed by the client or the circumstances; (viii) the amount involved and the results obtained; (ix) the experience, reputation and ability of the attorneys; (x) the undesirability of the case; (xi) the nature and length of the professional relationship with the client; and (xii) awards in similar cases. First Colonial, 544 F.2d at 1298-99. 47. These factors were taken from Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-19 (5th Cir. 1974), a non-bankruptcy case, and are commonly referred to as the Johnson factors. The original Johnson factors, as embraced by First Colonial, remain applicable to the determination of reasonableness of fees awarded under the Bankruptcy Code. 15 King, Collier on Bankruptcy, 330.04[3] at 330-35 to 330-41. A majority of the Johnson factors are now codified under Bankruptcy Code Section 330(a). Id. 48. Determining what constitutes reasonable compensation is soundly within the discretion of the Bankruptcy Court because the Court is in the best position to determine the THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 12 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 13 of 17 reasonableness of a proposed fee. See In re Anderson, 936 F.2d 199, 204 (5th Cir. 1991). In determining whether Cooper & Scully has met its burden of proof under Section 330(a) of the Bankruptcy Code, the Court must first ascertain the nature and extent of the necessary and appropriate services that Cooper & Scully has rendered, and then assess the reasonable value of those services. In re Lawler, 807 F.2d 1207, 1210-11 (5th Cir. 1987). 49. As demonstrated below, Cooper & Scully has met its burden under Section 330 and applicable Fifth Circuit authority. Accordingly, the Court should allow Cooper & Scully s requested fees and expenses on an interim basis. The following analysis of the First Colonial factors support the reasonableness of Cooper & Scully s requested fees and expenses for the hourly fee cases and the contingency fee cases: A. Time and Labor Expended 50. The services rendered required a high degree of professional competence and expertise. During the Application Period, Cooper & Scully s partners, associates and paraprofessionals expended 150 hours in the rendition of professional legal services on behalf of the Trustee for those cases being billed on an hourly basis. Cooper & Scully s time records are recorded substantially contemporaneously with the rendition of the services and set forth the time expended by each billing professional on a daily basis. 51. Exhibits 1-3 to this Application contain copies of Cooper & Scully s time entries by category from April 1, 2015 through August 31, 2015, and set forth in detail all the time for which compensation is sought, as well as the specific services performed by each of the professionals in connection with the services. 52. Cooper & Scully is cognizant of the costs of legal services and has taken care to ensure that all work is done in a timely and cost efficient manner. Cooper & Scully has THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 13 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 14 of 17 endeavored to maintain continuity with respect to the professionals performing services on behalf of the Trustee. B. Novelty and Difficulty of this Case 53. Many of the issues presented in representing ATP in various cases are complex and difficult, and other issues are relatively routine matters handled. Cooper & Scully s experience in litigation and negotiation has benefited the Trustee. Cooper & Scully has faced a number of difficult and complex legal issues in managing litigation for the Trustee. Cooper & Scully has assisted the Trustee by locating, summarizing, evaluating, administering, and organizing existing and potential claims both for and against the Estate. There are also insurance coverage issues associated with many of the claims that had to be evaluated. 54. The ORRI cases present a number of complex issues related to the characterization of the conveyances, ownership of any claims, and power of DIP agent to potentially foreclose on any claims. The HBK and Sankaty Litigation required a significant commitment of time from Cooper & Scully. C. Reputation of Attorneys 55. Cooper & Scully s attorneys believe that they enjoy a well-respected reputation for their abilities in all aspects of legal work. Cooper & Scully has been, and continues to be, actively involved on behalf of its clients in virtually every aspect of law. D. Skill Required 56. Cooper & Scully s attorneys have been used effectively and efficiently to perform the tasks assigned to them and have provided valuable and effective assistance to the Trustee. The various cases deal with many different areas of the law, including: bankruptcy, oil & gas, personal injury, officer & director fiduciary duty, securities and environmental regulations. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 14 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 15 of 17 E. Preclusion of Other Employment 57. Although this case has required the dedication of a substantial amount of time, this case has not precluded other employment by the attorneys at Cooper & Scully involved in this case. F. Customary Fee for the Services Rendered 58. The time and effort required by Cooper & Scully to adequately represent the Trustee in this case and the complexities of this case have been described in the Application. If this were not a case under the Bankruptcy Code, Cooper & Scully would charge the Trustee, and expect to receive on a current basis, an amount at least equal to the amounts requested for professional services. The rates charged are equal to or lower than: (i) fees and rates charged by comparable law firms in the Southern District of Texas; and (ii) fees charged by Cooper & Scully for work performed by attorneys of commensurate experience in bankruptcy and other fields of law throughout the country. No agreement exists between Cooper & Scully and any other person, firm or entity for division or sharing of compensation in this case. G. Fixed or Contingent Fee 59. Cooper & Scully s fees charged to the Trustee for the defense of lawsuits and litigation management described above are hourly rates of $300.00 for attorneys and $95.00 for paralegals. 60. For the hourly work provided to the Trustee, Cooper & Scully s fee expectation upon accepting this representation was that it would receive compensation for professional services rendered at its usual and customary hourly rates for bankruptcy cases, subject to Bankruptcy Court approval. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 15 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 16 of 17 61. For the contingency fee work, Cooper & Scully s fee expectation upon accepting this representation was that it would receive compensation for professional services rendered at 30% attorney s fees for any recoveries between the earlier of the 121st day after suit is filed and 60 days before the first trial setting, whichever is earlier plus recovery of reasonable out of pocket expenses incurred. The compensation sought by Cooper & Scully, PC for the ORRI recoveries is commensurate with, if not less than, those sought by professionals in this and other cases of similar size and complexity in this district. H. The Undesirability of This Case 62. The cases being handled on an hourly basis were not undesirable but, as already indicated, required a significant commitment of time from Cooper & Scully attorneys. VI. CONCLUSION 63. Cooper & Scully respectfully requests that the Court, on a final basis: (i) allow the amount of $540,654.50 for services rendered to the Trustee during the Application Period; (ii) allow the actual and necessary out-of-pocket expenses incurred during the Application Period in the amount of $9,922.05 and (iii) authorize the Trustee to pay the allowed amounts. WHEREFORE, Cooper & Scully respectfully requests the relief requested herein. THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 16 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
Case 12-36187 Document 3609 Filed in TXSB on 09/14/15 Page 17 of 17 Dated: September 14, 2015. Respectfully Submitted: By: /s/ T. Micah Dortch TIMOTHY MICAH DORTCH State Bar No. 24044981 SDTX Bar No. 630903 COOPER & SCULLY, P.C. 900 Jackson Street, Suite 100 Dallas, Texas 75202 Telephone: (214) 712-9500 Facsimile: (214) 712-9540 Micah.Dortch@cooperscully.com SPECIAL COUNSEL FOR RODNEY TOW, TRUSTEE CERTIFICATE OF SERVICE I certify that on September 14, 2015 a true and correct copy of the foregoing document was served by (i) the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas to all parties registered to receive such service; and (ii) transmitted to the parties listed on the attached Master Service List by email pursuant to the Order Establishing Notice Procedures [Dkt. 3189]. /s/ T. Micah Dortch TIMOTHY MICAH DORTCH THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND Page 17 of 17 REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 D/932810v3
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Case 12-36187 Document 3609-7 Filed in TXSB on 09/14/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: ATP Oil & Gas Corporation, Debtor CASE NO. 12-36187 CHAPTER 7 ORDER GRANTING THIRD INTERIM APPLICATION FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SPECIAL COUNSEL COOPER & SCULLY, P.C. FOR THE PERIOD APRIL 1, 2015 THROUGH AUGUST 31, 2015 (relates to Dkt. ) The Court, after notice, has considered the Third Interim Application for Allowance of Compensation and Reimbursement of Expenses of Cooper & Scully, PC, as Special Counsel for Rodney D. Tow, Chapter 7 Trustee (the Application ), for the Period April 1, 2015 through August 31, 2015 (the Application Period ). The Court has determined that the Application meets the requirements as set forth under Section 330(a)(3)(A) of the Bankruptcy Code, FED. R. BANKR. P. 2016 and BANKR LOCAL R. 2016 and 9013-1. The Court has further considered the following factors set forth in In re First Colonial Corp. of America, 544 F.2d 1291 (5th Cir.), in determining the amount of professional fees and expense reimbursements to be awarded: The time and labor required; The novelty and difficulty of the questions; The skill requisite to perform the services properly; The preclusion of other employment by the attorneys due to acceptance of the case; Customary fees; Whether the fee is fixed or contingent; Time limitations imposed by the client or other circumstances; The amount of time involved and the result obtained; The experience, reputation and ability of the attorneys; The undesirability of the case; ORDER Page 1 of 2 D/933126v1
Case 12-36187 Document 3609-7 Filed in TXSB on 09/14/15 Page 2 of 2 The nature and length of the professional relationship with the client; and Awards in similar cases. After consideration of these factors, the Court has concluded that the services detailed in The Application provided substantial benefit to the Trustee and the Debtor s Estate. Accordingly, it is ORDERED THAT: 1. The law firm of Cooper & Scully, PC is awarded interim compensation in the amount of $550,576.55, consisting of (a) professional fees on an hourly basis of $45,654.50 during the Application Period, (b) contingency fee of $495,000.00 during the Application Period; and (c) out-of-pocket expenses of $9,922.05 during the Application Period; and 3. The Trustee is authorized to pay the compensation awarded herein. Signed this day of, 2015. MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE ORDER Page 2 of 2 D/933126v1