Case 16-11452-KJC Doc 1364 Filed 06/15/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Case No.: 16-11452 (KJC) (Jointly Administered) Hearing Date: June 28, 2017 at 1:00 p.m. (ET) Re: Docket Nos. 502, 535, 1269, 1273, 1274, 1275, 1279, 1281, 1285, 1291 & 1292 as follows: CERTIFICATION OF COUNSEL REGARDING OMNIBUS ORDER AWARDING FINAL ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES The undersigned counsel to the above-captioned Debtors (the Debtors ) hereby certifies 1. On August 2, 2016, the Court entered the Order Establishing Procedures for Interim Compensation and Reimbursement of of Professionals [Docket No. 502] (the Interim Compensation Order ). 2. On August 5, 2016, the Court entered the Order Appointing Fee Examiner and Establishing Related Procedures for the Review of Professional Claims [Docket No. 535], appointing a fee examiner in these cases (the Fee Examiner ). 3. The retained professionals filed final fee applications, requesting fees for services rendered and reimbursement of expenses in the Debtors cases [Docket Nos. 1269, 1273, 1274, 1275, 1279, 1281, 1285, 1291 & 1292] (each a and collectively, the s ). 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). 2251106v1
Case 16-11452-KJC Doc 1364 Filed 06/15/17 Page 2 of 2 4. The Fee Examiner has approved the s regarding requests for fees and expenses by retained professionals in these cases, as indicated in the final reports filed on the docket [Docket Nos. 1309, 1313, 1314, 1315, 1316 & 1317]. 5. The Debtors circulated a proposed Omnibus Order Awarding Allowance of Compensation for Services Rendered and for Reimbursement of (the Fee Order ) to all retained professionals, the United States Trustee, and the Fee Examiner (collectively, the Parties ), in these cases for their collective review and comment. The Parties consent to the entry of the form of Fee Order, attached hereto as Exhibit 1. 6. Accordingly, the Debtors, on behalf of themselves and the retained professionals in these cases, respectfully request that the Court enter the Fee Order, attached hereto as Exhibit 1, at the Court s earliest convenience. Dated: June 15, 2017 Wilmington, Delaware Respectfully submitted, /s/ Aaron H. Stulman Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Aaron H. Stulman (No. 5807) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Telephone: (302) 353-4144 Email: csamis@wtplaw.com kgood@wtplaw.com astulman@wtplaw.com Counsel for the Debtors and Debtors in Possession 2 2251106v1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 1 of 7 EXHIBIT 1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Case No.: 16-11452 (KJC) (Jointly Administered) Re: Docket Nos. 1269, 1273, 1274, 1275, 1279, 1281, 1285, 1291 & 1292 OMNIBUS ORDER AWARDING FINAL ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES Upon consideration of the final applications (each a and collectively, the s ) of those professionals referenced on Exhibit A attached hereto (each an Applicant and collectively, the Applicants ), pursuant to sections 330(a) and 331 of chapter 11 of title 11 of the United States Code, 101-1532, and Rule 2016 of the Federal Rules of Bankruptcy Procedure, for final allowance of compensation and reimbursement of expenses for professional services rendered and expenses incurred during the periods set forth on Exhibit A attached hereto (the Compensation Period ), filed pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of of Professionals [Docket No. 502] (the Interim Compensation Order ) and the Findings of Facts, Conclusions of Law, and Order Approving and Confirming Debtors and the Creditors Committee s First Amended Joint Combined Disclosure Statement and Plan of Liquidating under Chapter 11 of the Bankruptcy Code [Docket No. 1195]; and the Court having reviewed the s of each Applicant for allowance of final compensation for professional 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX 79102. 2247328v1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 3 of 7 services and for reimbursement of expenses referenced on Exhibit A attached hereto; and the Court finding that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) notice of the s was adequate under the circumstances; and (c) all persons with standing have been afforded the opportunity to be heard on the s; and upon the full record of all proceedings in these cases; and sufficient cause having been shown therefor, IT IS HEREBY ORDERED THAT: 1. Each is GRANTED and APPROVED and each of the Applicants is allowed, on a final basis, compensation and reimbursement of expenses for the Compensation Period in the respective amounts set forth on Exhibit A, including any and all holdbacks. 2. Each of the Applicants is authorized to immediately apply any retainer in its possession to its outstanding invoices and, to the extent of any unpaid amounts, the Liquidating Trustee as the representative of the estates of the above-captioned debtors and debtors in possession is authorized and directed to make payment to each of the Applicants of 100% of any and all fees and 100% of any and all expenses listed on Exhibit A attached hereto that have not yet been paid in satisfaction of the allowed fees for services rendered and expenses incurred during the Compensation Period. 3. This Order shall be deemed a separate order with respect to each of the s. Any stay of this Order pending appeal with respect to any one Applicant shall only apply to the particular Applicant that is the subject of such appeal, and shall not operate to stay the applicability and/or finality of this Order with respect to any other of the Applicants. 2247328v1 2
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 4 of 7 4. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the interpretation, implementation and enforcement of this Order. Dated:, 2017 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 3 2247328v1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 5 of 7 EXHIBIT A Applicant Cooley LLP Corporate Counsel to the Debtors Period 6/13/16 2/28/17 Fees Requested in Requested in Voluntary Reductions $1,639,415.88 $19,570.57 $9,312.00 1 $221.97 () 2 Fees Amount of Fees and Amount Authorized by Court Prior Interim Fee Order Amounts Not Previously by Prior Interim Fee Order $1,630,103.88 $19,348.60 $1,649,452.48 $1,301,087.44 $348,365.04 FTI Consulting, Inc. Financial Advisors for the Debtors 6/13/16 $3,472,476.09 $187,224.58 $17,559.83 3 $2,700.00 () $3,454,916.26 $184,524.58 $3,639,440.84 $3,639,440.84 Whiteford, Taylor & Preston LLC Counsel to the Debtors 6/13/16 $1,261,302.75 $23,076.25 () $1,261,302.75 $23,076.25 $1,284,379.00 $684,032.57 $600,346.43 1 Cooley LLP agreed to a voluntary fee reduction of (i) $5,000.00 to resolve certain informal comments from the Office of the United States Trustee, (ii) $3,727.50 pursuant to paragraph 12 of the Fee Examiner s Initial Report Regarding Second Interim and Fee Request of Cooley LLP (the Fee Examiner Report ) [D.I. 1315], and (iii) $584.50 pursuant to request made in paragraph 6 of the Fee Examiner Report. 2 Cooley LLP agreed to a voluntary expense reduction of $221.97 pursuant to paragraph 12 of the Fee Examiner Report. 3 FTI Consulting, Inc. agreed to a voluntary reduction of $17,559.83 in fees and $2,700.00 in expenses from the amounts sought in the final application relating to fees billed after the effective date for fee application preparation and prosecution based on informal comments of the Official Committee of Unsecured Creditors 2249118v1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 6 of 7 Applicant Rust Consulting/Omni Bankruptcy Administrative Agent to the Debtors Lowenstein Sandler LLP Co-Counsel to the Official Committee of Unsecured Creditors Goldstein & McClintock LLLP Co-Counsel to the Official Committee of Unsecured Creditors BDO USA, LLP Financial Advisors for the Official Committee of Unsecured Creditors Period 6/13/16 2/27/17 6/21/16 6/21/16 6/24/16 Fees Requested in Requested in Voluntary Reductions $19,165.75 $1,948.76 () $1,799,650.75 $7,673.60 $957.50 4 () $73,004.00 $1,738.64 () $499,570.40 $1,899.85 () Fees Amount of Fees and Amount Authorized by Court Prior Interim Fee Order Amounts Not Previously by Prior Interim Fee Order $19,165.75 $1,948.76 $21,114.51 $21,114.51 $1,798,693.25 $7,673.60 $1,806,366.85 $945,614.83 $860,752.02 $73,004.00 $1,738.64 $74,742.64 $36,611.43 $38,131.21 $499,570.40 $1,899.85 $501,470.25 $190,690.14 $310,780.11 4 Lowenstein Sandler LLP agreed to a voluntary reduction of $957.50 based on the Fee Examiner s report. -2-2249118v1
Case 16-11452-KJC Doc 1364-1 Filed 06/15/17 Page 7 of 7 Applicant Period Fees Requested in Requested in Voluntary Reductions TOTALS: $8,764,585.62 $243,132.25 $23,517.33 $2,700.00 () Fees Amount of Fees and Amount Authorized by Court Prior Interim Fee Order Amounts Not Previously by Prior Interim Fee Order $8,741,068.29 $240,432.25 $8,976,966.57 $3,158,036.41 $5,818,930.16-3- 2249118v1