Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 1 of 48 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Reorganized Debtor. Chapter 11 Case No. 13-11634 (KJC Objection Deadline: September 3, 2014, at 4:00 p.m., prevailing Eastern Time Hearing Date: October 28, 2014, at 10:00 a.m., prevailing Eastern Time SUMMARY OF FINAL APPLICATION OF J.V.B. FINANCIAL GROUP, LLC (F/K/A C&CO/PRINCERIDGE LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF TRUST PREFERRED SECURITIES HOLDERS, FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED FROM JULY 19, 2013 THROUGH SEPTEMBER 30, 2013 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for Which Compensation and Reimbursement are Sought: Amount of Compensation Sought as Actual, Reasonable, and Necessary: J.V.B. Financial Group, LLC (f/k/a C&Co/PrinceRidge LLC Official Committee of Trust Preferred Securities Holders Order Retaining C&Co/PrinceRidge LLC nunc pro tunc to July 19, 2013 entered November 13, 2013 [Docket No. 238] July 19, 2013 through September 30, 2013. $84,000 plus the Incentive Fee (as defined in the Final Fee Application Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $508.19 This is a(n monthly interim X final application.
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 2 of 48 Summary of applications filed during the chapter 11 case: Date Filed and Docket No. 12/6/13 Docket No. 260 Period Covered Requested Fees Requested Expenses 7/19/2013 9/30/2013 $84,000 $508.19 Approved Fees Interim Approval Approved Expenses Interim Approval 2
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 3 of 48 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Reorganized Debtor. Chapter 11 Case No. 13-11634 (KJC Objection Deadline: September 3, 2014, at 4:00 p.m., prevailing Eastern Time Hearing Date: October 28, 2014, at 10:00 a.m., prevailing Eastern Time FINAL APPLICATION OF J.V.B. FINANCIAL GROUP, LLC (F/K/A C&CO/PRINCERIDGE LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF TRUST PREFERRED SECURITIES HOLDERS, FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED FROM JULY 19, 2013 THROUGH SEPTEMBER 30, 2013 J.V.B. Financial Group, LLC (f/k/a C&Co/PrinceRidge LLC (referred to herein as PrinceRidge, investment banker and financial advisor to the Official Committee of Trust Preferred Securities Holders (the Committee of Mercantile Bancorp, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the Debtor and, on and after June 30, 2014, the Reorganized Debtor, hereby submits this final fee application (the Final Fee Application for final allowance of compensation for services rendered in the amount of $84,000 plus the Incentive Fee (as defined in the Engagement Letter and reimbursement of actual and necessary expenses in the amount of $508.19 for the period from July 19, 2013 through September 30, 2013 (the Final Fee Period, pursuant to (i sections 328, 330, and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code, (ii rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, (iii rule 2016-2 of the Local Bankruptcy Rules for the District of Delaware (the Local Rules, and (iv the Order Granting Motion of Debtor Mercantile Bancorp, Inc.
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 4 of 48 for an Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 6, 2013 [Docket No. 100] (the Interim Compensation Order. In accordance with the Interim Compensation Order, and in support of this Final Fee Application, PrinceRidge respectfully represents as follows. Jurisdiction and Venue 1. This Court has jurisdiction over this Final Fee Application pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b(2. Venue is proper in this District pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are sections 328, 330, and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-2. Background 2. On June 27, 2013 (the Petition Date, the Debtor filed its voluntary petition for relief under the Bankruptcy Code [Docket No. 1]. During the chapter 11 case, the Debtor continued in possession of its property and operated its business pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor s bankruptcy case. 3. On July 15, 2013 (the Appointment Date, the United States Trustee appointed the Committee of Trust Preferred Securities [Docket No. 42]. The Committee is comprised of (i Trapeza Capital Management, LLC as Collateral Manager for Trapeza CDO XIII, Ltd., (ii Wilmington Trust Company as Indenture Trustee, Institutional Trustee, Delaware Trustee, and Guarantee Trustee for Mercantile Bancorp Capital Trust I, and (iii US Capital Funding V Ltd. 4. On July 19, 2013, pursuant to section 1103(a of the Bankruptcy Code, the Committee selected both PrinceRidge and Griffin Financial Group, LLC as its investment 2
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 5 of 48 bankers and financial advisors. On September 10, 2013, the Committee filed its application to retain and employ PrinceRidge, which retention was approved nunc pro tunc to July 19, 2013, by an order of this Court dated November 13, 2013 [Docket No. 238] (the Retention Order. The Retention Order authorized the employment and retention of PrinceRidge pursuant to the terms of a letter agreement and its amendment (as taken together, the Engagement Letter, attached as Exhibit 1 to the Retention Order. 5. On June 26, 2014, the Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtor Mercantile Bancorp, Inc. s Second Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [Docket No. 422] (the Confirmation Order confirming Debtor Mercantile Bancorp, Inc. s Second Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [Docket No. 418] (the Plan. On June 30, 2014, all conditions to the occurrence of the Effective Date set forth in the Plan and Confirmation Order were satisfied or waived in accordance therewith, and the Effective Date of the Plan occurred [Docket No. 428]. Relief Requested 6. By this Final Fee Application, PrinceRidge seeks final allowance and approval of the payment of fees accrued under the Engagement Letter during the Final Fee Period, including (a $84,000 representing PrinceRidge s monthly fees (the Monthly Fees for the Final Fee Period as provided by paragraph 4(a of the Engagement Letter and (b the Incentive Fee as provided by paragraph 4(b of the Engagement Letter. Specifically, PrinceRidge is entitled to an Incentive Fee equal to 4% of the value that the holders of the Company s trust preferred securities would receive but for the payment of the Incentive Fee, 3
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 6 of 48 provided that the Incentive Fee shall not exceed $80,000. 1 Additionally, PrinceRidge seeks final allowance and approval of the payment of $508.19 as reimbursement of PrinceRidge s actual and necessary expenses incurred during the Final Fee Period in connection with the rendition of services for the Committee. 7. The Retention Order provides that PrinceRidge s fees and expenses are subject to review pursuant only to the standards set forth in section 328(a of the Bankruptcy Code, and are not subject to the standard of review set forth in section 330 of the Bankruptcy Code, except that the United States Trustee retains all rights to object to PrinceRidge s fees and expenses based on the reasonableness standard in section 330 of the Bankruptcy Code. PrinceRidge s Applications for Compensation and for Reimbursement of Expenses Covered Herein 8. Prior to filing the Final Fee Application, PrinceRidge filed the Application of C&Co/PrinceRidge LLC, Investment Banker and Financial Advisor to the Official Committee of Trust Preferred Securities Holders for Allowance of Compensation and for Reimbursement of Expenses for Services Rendered from July 19, 2013 through September 30, 2013 [Docket No. 260] (the First Interim Application. A copy of the First Interim Application is attached hereto as Exhibit B. The Court approved the First Interim Application on April 10, 2014 [Docket No. 362]. As of the date hereof, PrinceRidge has received $84,508.19 from the Debtor for fees and expenses incurred during this chapter 11 case. This amount represents 100% of PrinceRidge s fees and expenses requested in the First Interim Application. 1 Payment of PrinceRidge s Incentive Fee is also contemplated by Article III.B.1(b of the Plan. Similarly, Griffin Financial Group, LLC, in accordance with its engagement letter, is seeking in its final fee application filed contemporaneously herewith, an incentive fee equal to 6% of the value that the holders of the Company s trust preferred securities would receive but for the payment of such incentive fee, provided that such incentive fee shall not exceed $120,000. 4
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 7 of 48 Services Provided 9. PrinceRidge provided investment banking and financial advisory services to the Committee during the Final Fee Period. PrinceRidge was retained to provide the services set forth in the Engagement Letter and Retention Order. All services for which PrinceRidge seeks compensation were rendered for or on behalf of the Committee solely in connection with this chapter 11 case, in furtherance of the duties and functions of the Committee. PrinceRidge has received no payment and there are no promises for payment from any other source for services rendered in connection with this chapter 11 case. There is no agreement or understanding between PrinceRidge and any other person (other than members and employees of PrinceRidge for the sharing of compensation received for the services rendered in this chapter 11 case. 10. Senior level professionals with extensive experience in the area of investment banking and financial advisory services directed PrinceRidge s team. Services were performed primarily by Daniel Cohen, then CEO, Jay McEntee, then Vice Chairman & Co- Chief Operating Officer, Joseph H. McCann III, then Vice Chairman & Co-Chief Operating Officer, Keith Stock, then Managing Director and Head of Financial Institutions Investment Banking, Jeff Silberman, then Managing Director and Head Corporate Counsel, Amy Karayannis, then Assistant Legal Counsel, Armand Pastine, then Managing Director and Head of Middle Markets Fixed Income Sales & Trading, Mike Communiello, then Managing Director and Head of Preferred Sales & Trading, AJ Plinio, then Vice President, Fixed Income Sales, Jeff Bertoni, then Director, Structured Product Sales & Trading, Jon Fecowicz, then Associate, Investment Banking, and Ryan Brining, then Analyst, Investment Banking, as well as other professionals and paraprofessionals, as needed. At the time the services were performed for the Debtor, PrinceRidge was a full-service investment bank with the 5
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 8 of 48 experience and capital base necessary to provide trusted advice, intelligent solutions, and superior execution to middle-market and small-cap clients. Typically, a team of senior and junior bankers is assigned to each client and to each specific transaction, and is responsible to perform such strategic, analytic, and transaction-processing work as is required to help clients achieve their transaction-specific objectives. 11. The amount of fees and expenses sought in this Application and PrinceRidge s billing processes are consistent with market practices for investment banking and financial advisory firms both in and out of bankruptcy. PrinceRidge does not bill its clients based on the number of hours expended by its professionals. Instead, it bills clients on a retainer basis (generally monthly, plus transaction fees. Accordingly, PrinceRidge does not have hourly rates for its professionals and PrinceRidge s professionals generally do not maintain time records for the work performed for its clients. PrinceRidge s general practice, for engagements both in and out of bankruptcy, is to dedicate the appropriate number of professionals to the assignment to complete the work as efficiently as possible. Nevertheless, PrinceRidge maintained a daily time log detailing the activities and services performed by PrinceRidge on behalf of the Committee during the Interim Fee Period. These records, attached to the First Interim Application as Exhibit B, describe the time expended by each professional and paraprofessional for this period in half-hour increments. 12. The main categories of services rendered during the Interim Fee Period are summarized below: (a Creditor Committee Discussions 13. This category includes services that PrinceRidge performed on behalf of the Committee to identify its objectives, devise strategies to achieve these objectives, and 6
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 9 of 48 implement these strategies to achieve the best possible outcome. This chapter 11 case was dynamic, requiring frequent changes in thought, recalculations of strategy, redesign of financial solutions, and the reformulation of desirable realistic outcomes. This category also includes time spent attending Committee meetings with the Committee Members and other Committee professionals. Such meetings were held when issues arose in this chapter 11 case that were most efficiently handled through meetings and live discussion. In addition, this category includes services performed by PrinceRidge reviewing, analyzing, and discussing the various issues presented by this chapter 11 case, including the proposed sale transaction and various alternative transactions. Doing so permitted PrinceRidge to develop an informed, realistic perspective enabling PrinceRidge to work more effectively and efficiently for the Committee. (b General Presentation Preparation 14. This category includes services performed by PrinceRidge involving logistical communications (i between PrinceRidge and the Committee s attorneys, (ii between PrinceRidge and Griffin Financial Group, LLC, and (iii within PrinceRidge. This included coordination among the separate teams, both internally and externally, and developing written reports and presentations for the Committee and its attorneys. This category also includes services provided by PrinceRidge regarding work product requirements and discussions with PrinceRidge client coverage officers about the nature of a restructuring of the Debtor and its suitability for investors. Lastly, this category includes discussions with the Committee and its counsel regarding PrinceRidge s engagement letter and fee structure, reviewing and revising PrinceRidge s Retention Agreement, and obtaining PrinceRidge s 7
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 10 of 48 Transaction Review Committee s approval to changes in the parameters of PrinceRidge s representation of the Committee. (c Financial Analysis/Modeling 15. This category includes PrinceRidge s services focusing on the analysis of financial facts and considerations relevant to achieving an optimal result for the Committee in a potential sale or restructuring of the Debtor. It includes services provided by PrinceRidge s professionals analyzing prior 363 bankruptcy filings and financial outcomes. It also includes the development of restructuring models, analysis of existing and projection of future balance sheets and income statements, design of financial instruments relating to a potential restructuring of the Debtor, studying past and current markets for non-cumulative preferred and common stock of troubled banks, analysis of the return/loss scenarios to investors under both a sale and a restructuring, and the analysis of the risks involved in either of these outcomes. Further, this category includes PrinceRidge s services presenting and explaining this analytical work to the Committee, its attorneys, and potential investors. (d Potential Investor Contacts 16. This category includes services provided by PrinceRidge that entail activities concerned with selecting appropriate investors and approaching them with the concept of restructuring the Debtor, explaining the Debtor s history, its bankruptcy, and the section 363 sale. It also includes services PrinceRidge provided educating these potential investors about the Committee s proposed alternative transaction that would preserve significant tax attributes and lead to a profitable reemergence within several years. PrinceRidge also designed financial instruments acceptable to the Committee, its attorneys, and potential new investors, negotiated 8
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 11 of 48 with potential investors regarding the form and substance of their individual investment letters of intent, and coordinated with the Committee and its attorneys on these issues. (e Other Due Diligence 17. This category captures services provided by PrinceRidge relating to the research and study of the Debtor s accounting, financial performance, securities offerings, portfolio management, and trust administration. It also includes time spent analyzing the financial statements of participating community banks and of debtors in other bank holding company bankruptcy cases to enable PrinceRidge to represent the Committee as effectively as possible. Additionally, PrinceRidge studied the Debtor s leading shareholders and board of directors actions prior to, during, and after its bankruptcy filing. These services also include conversations with Hovde Group, Mercantile Bank s adviser, regarding the Debtor s sale transaction, as well as the sharing of investor leads and progress reports with Hovde, and recommending to Hovde several banks to approach as potential acquirers of Mercantile Bank. No Unnecessary Duplication of Services 18. As set forth more fully in the Committee s application to retain PrinceRidge [Docket No. 150] and the Committee s application to retain Griffin Financial Group, LLC [Docket No. 149], the Committee retained both PrinceRidge and Griffin Financial Group, LLC as financial advisors because their skills and expertise were complementary, but not duplicative. Throughout this engagement, PrinceRidge has been mindful of the services provided by not just Griffin Financial Group, LLC, but also other Committee professionals, and actively worked to avoid any unnecessary duplication of services. Summary of Expenses Incurred 19. During the Final Fee Period, PrinceRidge incurred reasonable and necessary out-of-pocket expenses aggregating $508.19. Details of the expenses incurred during the 9
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 12 of 48 Final Fee Period are also provided in Exhibit C to the First Interim Application. PrinceRidge submits that all such expenses were necessarily incurred, are reasonable in amount, and represent only the actual costs incurred. 20. PrinceRidge s charges for expenses are determined in the same manner as for clients in non-bankruptcy matters. Out-of-pocket expenses incurred by PrinceRidge are charged to a client if the expenses are incurred for the client or are otherwise necessary in connection with services rendered for such client. PrinceRidge does not factor general overhead expenses into disbursements charged to clients in connection with chapter 11 cases. Allowance of Compensation and Expense Reimbursement 21. PrinceRidge respectfully submits that the compensation sought for services rendered by PrinceRidge to the Committee during the Final Fee Period is fully justified and reasonable based upon: (a the degree of activity during the Final Fee Period and the high level of services rendered by PrinceRidge to the Committee; (b the complexity of the issues presented; (c the skill necessary to properly perform the investment banking and financial advisory services; (d the preclusion of other employment; (e customary fees charged in non-bankruptcy situations for similar services rendered; (f time constraints required by the exigencies of the case; and (g the experience, reputation, and ability of the professionals rendering services. 22. As shown by this Final Fee Application and supporting documents, the professional services rendered by PrinceRidge during the Final Fee Period required a high degree of professional competence and expertise so that the numerous issues requiring evaluation and determination by the Committee could be addressed with skill and expediency. Effectively addressing the issues in this chapter 11 case has required the expenditure of substantial time and effort. PrinceRidge respectfully submits that the services 10
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 13 of 48 it rendered to the Committee were performed efficiently, effectively, and economically, and have aided the Committee in fulfilling its duties. Consequently, PrinceRidge submits that the requested compensation is reasonable in light of the nature, extent, and value of such services to the Committee and all other parties in interest. 23. Additionally, all expenses were incurred in accordance with PrinceRidge s normal practice of charging clients for expenses clearly related to and required by particular matters. PrinceRidge has endeavored to minimize these expenses to the fullest extent possible. Notice 24. PrinceRidge has provided notice of this Final Fee Application to (i the Debtor; (ii counsel to the Debtor; (iii the Office of the United States Trustee; and (iv the Responsible Person (as defined in the Plan. PrinceRidge submits that under the circumstances and pursuant to paragraph 1(e of the Interim Compensation Order, no further notice is necessary. No Prior Request 25. No prior request for the relief sought herein has been made to this or any other court. Conclusion 26. In summary, by the Final Fee Application, PrinceRidge requests that the Court approve payment of one-hundred percent (100% of the fees and expenses incurred by PrinceRidge during the Final Fee Period of July 19, 2013 through September 30, 2013. [Remainder of Page Intentionally Left Blank.] 11
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Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 17 of 48 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERCANTILE BANCORP, INC., Reorganized Debtor. Chapter 11 Case No. 13-11634 (KJC ORDER GRANTING FINAL FEE APPLICATION OF J.V.B. FINANCIAL GROUP, LLC (F/K/A C&CO/PRINCERIDGE LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF TRUST PREFERRED SECURITIES HOLDERS, FOR ALLOWANCE OF COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED FROM JULY 19, 2013 THROUGH SEPTEMBER 30, 2013 Upon the application (the Final Fee Application of J.V.B. Financial Group, LLC (f/k/a C&Co/PrinceRidge LLC (referred to herein as PrinceRidge, investment banker and financial advisor to the Official Committee of Trust Preferred Securities Holders (the Committee of Mercantile Bancorp, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the Debtor and, on and after June 30, 2014, the Reorganized Debtor for the entry of an order (this Order : (a approving payment to PrinceRidge of compensation for professional services rendered to the Committee and for reimbursement of actual and necessary expenses incurred in connection with such services from July 19, 2013 through September 30, 2013, and (b granting related relief; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and the Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Final Fee Application is in the best interests of the Debtor s estate, its creditors, and other parties in interest; and PrinceRidge
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 18 of 48 having provided appropriate notice under the circumstances of the Final Fee Application and the opportunity for a hearing on the Final Fee Application, and that no other or further notice is required; and the Court having determined that the legal and factual bases set forth in the Final Fee Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT: 1. Compensation to PrinceRidge for professional services rendered during the Final Fee Period is allowed on a final basis in the amount of (a $84,000 plus (b the Incentive Fee; provided that the Incentive Fee shall not exceed $80,000. 2. Reimbursement to PrinceRidge for expenses incurred during the Final Fee Period is allowed on a final basis in the amount of $508.19. 3. The Reorganized Debtor is authorized and directed to pay PrinceRidge all fees and expenses allowed pursuant to this Order, including, if applicable, those that were previously held back pursuant to the Order Granting Motion of Debtor Mercantile Bancorp, Inc. for an Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 6, 2013 [Docket No. 100] (the Interim Compensation Order, less any amounts previously paid in connection with any monthly or interim fee applications covered by the Final Fee Application. 4. The Reorganized Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Final Fee Application. 5. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 19 of 48 6. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Wilmington, Delaware Dated:, 2014 Kevin J. Carey United States Bankruptcy Judge
Case 13-11634-KJC Doc 458 Filed 08/14/14 Page 20 of 48 Exhibit B First Interim Application
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Case 13-11634-KJC Doc 458 260-1 Filed Filed 08/14/14 12/06/13 Page Page 351 of of 48 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 MERCANTILE BANCORP, INC., Case No. 13-11634 (KJC Debtor. NOTICE OF APPLICATION Objection Deadline: December 26, 2013 at 4:00 p.m. ET Hearing Date: TBD C&Co/PrinceRidge LLC has filed its First Monthly and Interim Application for Payment of Compensation and Reimbursement of Expenses (the Application, which seeks the approval and payment of fees and reimbursement of expenses incurred as investment banker and financial advisor for the Official Committee of Trust Preferred Securities Holders for the period from July 19, 2013 through September 30, 2013. The Application is submitted pursuant to the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (Docket No. 100 (the Administrative Order. You are required to file a response, if any, to the Application on or before December 26, 2013 at 4:00 P.M. (ET. At the same time, you must also serve a copy of the response upon the following: Brandy Willer Mercantile Bancorp, Inc. 200 North 33 rd Street Quincy, IL 62301 Jeffrey W. Gettleman, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60601 Domenic E. Pacitti, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Richard A. Chesley, Esq. Kimberly D. Newmarch, Esq. DLA Piper LLP 203 North LaSalle Street, Suite 1900 Chicago, IL 60601 Stuart M. Brown, Esq. DLA Piper LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801 Mark Kenney, Esq. The Office of the United States Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEN 80% OF THE FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE ADMINISTRATIVE ORDER WITHOUT FURTHER NOTICE, HEARING, OR ORDER OF THE COURT. IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PHIL1 3270954v.1
Case 13-11634-KJC Doc 458 260-1 Filed Filed 08/14/14 12/06/13 Page Page 362 of of 48 2 ADMINISTRATIVE ORDER AND A HEARING WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY AT THE BANKRUPTCY COURT, 824 MARKET STREET, 5TH FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801, DATE AND TIME TO BE DETERMINED. Dated: December 6, 2013 Wilmington, Delaware /s/ Domenic E. Pacitti KLEHR HARRISON HARVEY BRANZBURG LLP Domenic E. Pacitti, Esquire (DE Bar No. 3989 919 Market Street, Suite 1000 Wilmington, Delaware 19801-3062 Telephone: (302 576-1600 Facsimile: (302 576-1100 Email: dpacitti@klehr.com -and- Morton R. Branzburg, Esquire 1835 Market Street Philadelphia, PA 19103 Telephone: (215 569-2700 Facsimile: (215 568-6603 Email: mbranzburg@klehr.com KIRKLAND & ELLIS LLP David R. Seligman, P.C., Esquire Jeffrey W. Gettleman, Esquire 300 North LaSalle Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Email: david.seligman@kirkland.com jeffrey.gettleman@kirkland.com -and- Joseph Serino Jr., P.C., Esquire John Del Monaco, Esquire 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212 446-4800 Facsimile: (212 446-4900 Email: jserino@kirkland.com john.delmonco@kirkland.com Counsel to The Official Committee of Trust Preferred Securities Holders PHIL1 3270954v.1
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Case 13-11634-KJC Doc 458-1 Filed 08/14/14 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 MERCANTILE BANCORP, INC., Case No. 13-11634 (KJC Debtor. NOTICE OF APPLICATION Objection Deadline: September 3, 2014 at 4:00 p.m. ET Hearing Date: October 28, 2014 at 10:00 a.m. ET J.V.B. Financial Group, LLC (f/k/a C&Co/PrinceRidge LLC has filed its Final Fee Application for Allowance of Compensation and for Reimbursement of Expenses for Services Rendered (the Application, which seeks the approval and final payment of fees and expenses incurred as investment Banker and financial advisor to the Official Committee of Trust Preferred Securities Holders for the period from July 19, 2013 through September 30, 2013. The Application is submitted pursuant to the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (Docket No. 100 (the Administrative Order. You are required to file a response, if any, to the Application on or before September 3, 2014 at 4:00 P.M. (ET. At the same time, you must also serve a copy of the response upon the following: Brandy Willer Mercantile Bancorp, Inc. 200 North 33 rd Street Quincy, IL 62301 Jeffrey W. Gettleman, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60601 Domenic E. Pacitti, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Richard A. Chesley, Esq. Kimberly D. Newmarch, Esq. DLA Piper LLP 203 North LaSalle Street, Suite 1900 Chicago, IL 60601 Stuart M. Brown, Esq. DLA Piper LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801 Mark Kenney, Esq. The Office of the United States Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE ADMINISTRATIVE ORDER AND A HEARING WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY AT THE BANKRUPTCY COURT, 824 MARKET STREET, 5 TH FLOOR, PHIL1 3804000v.1
Case 13-11634-KJC Doc 458-1 Filed 08/14/14 Page 2 of 2 COURTROOM 5, WILMINGTON, DELAWARE 19801, ON OCTOBER 28, 2014 AT 10:00 A.M. (PREVAILING EASTERN TIME. Dated: August 14, 2014 Wilmington, Delaware /s/ Domenic E. Pacitti KLEHR HARRISON HARVEY BRANZBURG LLP Domenic E. Pacitti, Esquire (DE Bar No. 3989 919 Market Street, Suite 1000 Wilmington, Delaware 19801-3062 Telephone: (302 426-1189 Facsimile: (302 426-9193 Email: dpacitti@klehr.com -and- Morton R. Branzburg, Esquire 1835 Market Street Philadelphia, PA 19103 Telephone: (215 569-2700 Facsimile: (215 568-6603 Email: mbranzburg@klehr.com KIRKLAND & ELLIS LLP David R. Seligman, P.C., Esquire Jeffrey W. Gettleman, Esquire 300 North LaSalle Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Email: david.seligman@kirkland.com jeffrey.gettleman@kirkland.com -and- Joseph Serino Jr., P.C., Esquire John Del Monaco, Esquire 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212 446-4800 Facsimile: (212 446-4900 Email: jserino@kirkland.com john.delmonco@kirkland.com Counsel to The Official Committee of Trust Preferred Securities Holders PHIL1 3804000v.1